2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
____________________________________________________________________________
Commission file number 1-815
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
51-0014090
(I.R.S. Employer Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: 302-774-1000
Securities registered pursuant to Section 12(b) of the Act
(Each class is registered on the New York Stock Exchange, Inc.):
Title of Each Class
__________________________________________________
Common Stock ($.30 par value)
Preferred Stock
(without par value-cumulative)
$4.50 Series
$3.50 Series
No securities are registered pursuant to Section 12(g) of the Act.
_____________________________________________________
No
No
Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).
Yes
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
No
No
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of voting stock held by nonaffiliates of the registrant (excludes outstanding shares beneficially owned
by directors and officers and treasury shares) as of June 30, 2013, was approximately $48.4 billion.
As of January 31, 2014, 927,717,000 shares (excludes 87,041,000 shares of treasury stock) of the company's common stock, $0.30
par value, were outstanding.
No
Documents Incorporated by Reference
(Specific pages incorporated are indicated under the applicable Item herein):
The company's Proxy Statement in connection with the Annual Meeting of Stockholders to be held on April 23, 2014.
Incorporated
By Reference
In Part No.
III
E. I. du Pont de Nemours and Company
Form 10-K
Table of Contents
The terms "DuPont" or the "company" as used herein refer to E. I. du Pont de Nemours and Company and its consolidated
subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
SIGNATURES
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Page
2
8
11
11
12
12
13
15
16
38
39
39
39
39
40
41
42
42
42
43
46
Note on Incorporation by Reference
Information pertaining to certain Items in Part III of this report is incorporated by reference to portions of the company's definitive
2014 Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual Report on
Form 10-K, pursuant to Regulation 14A (the Proxy).
1
ITEM 1. BUSINESS
Part I
DuPont was founded in 1802 and was incorporated in Delaware in 1915. DuPont brings world-class science and engineering to
the global marketplace in the form of innovative products, materials and services. The company believes that by collaborating
with customers, governments, non-governmental organizations and thought leaders it can help find solutions to such global
challenges as providing healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the
environment. Total worldwide employment at December 31, 2013, was about 64,000 people. The company has operations in
more than 90 countries worldwide and about 60 percent of consolidated net sales are made to customers outside the United States
of America (U.S.). See Note 21 to the Consolidated Financial Statements for additional details on the location of the company's
sales and property.
Subsidiaries and affiliates of DuPont conduct manufacturing, seed production or selling activities and some are distributors of
products manufactured by the company. As a science and technology based company, DuPont competes on a variety of factors
such as product quality and performance or specifications, continuity of supply, price, customer service and breadth of product
line, depending on the characteristics of the particular market involved and the product or service provided. Most products are
marketed primarily through the company's sales force, although in some regions, more emphasis is placed on sales through
distributors. The company utilizes numerous suppliers as well as internal sources to supply a wide range of raw materials, energy,
supplies, services and equipment. To ensure availability, the company maintains multiple sources for fuels and many raw materials,
including hydrocarbon feedstocks. Large volume purchases are generally procured under competitively priced supply contracts.
On October 24, 2013, DuPont announced that it intends to separate its Performance Chemicals segment through a U.S. tax-free
spin-off to shareholders, subject to customary closing conditions. The company expects to complete the separation about mid-2015.
In third quarter 2012, the company entered into a definitive agreement to sell its Performance Coatings business (which represented
a reportable segment). In accordance with generally accepted accounting principles in the U.S. (GAAP), the results of Performance
Coatings are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results
for all periods presented. On February 1, 2013, the sale of Performance Coatings was completed.
Business Segments
The company consists of 13 businesses which are aggregated into eight reportable segments based on similar economic
characteristics, the nature of the products and production processes, end-use markets, channels of distribution and regulatory
environment. The company's reportable segments are Agriculture, Electronics & Communications, Industrial Biosciences,
Nutrition & Health, Performance Chemicals, Performance Materials, Safety & Protection and Pharmaceuticals. The company
includes certain embryonic businesses not included in the reportable segments, such as pre-commercial programs, and nonaligned
businesses in Other. Additional information with respect to business segment results is included in Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, on page 21 of this report and Note 22 to the Consolidated Financial
Statements.
Agriculture
Agriculture businesses, DuPont Pioneer and DuPont Crop Protection, leverage the company's technology, customer relationships
and industry knowledge to improve the quantity, quality and safety of the global food supply and the global production agriculture
industry. Land available for worldwide agricultural production is increasingly limited so production growth will need to be achieved
principally through improving crop yields and productivity rather than through increases in planted area. The segment's businesses
deliver a broad portfolio of products and services that are specifically targeted to achieve gains in crop yields and productivity,
including Pioneer® brand seed products and well-established brands of insecticides, fungicides and herbicides. Research and
development focuses on leveraging technology to increase grower productivity and enhance the value of grains and soy through
improved seed traits, superior seed germplasm and effective use of insecticides, herbicides and fungicides. Agriculture accounted
for approximately 50 percent of the company's total research and development expense in 2013.
Sales of the company's products in this segment are affected by the seasonality of global agriculture markets and weather patterns.
Sales and earnings performance in the Agriculture segment are significantly stronger in the first versus second half of the year
reflecting the northern hemisphere planting season. As a result of the seasonal nature of its business, Agriculture's inventory is at
its highest level at the end of the calendar year and is sold down in the first and second quarters. Trade receivables in the Agriculture
segment are at a low point at year-end and increase through the northern hemisphere selling season to peak at the end of the second
quarter.
Pioneer is a world leader in developing, producing and marketing corn hybrid and soybean varieties which improve the productivity
and profitability of its customers. Additionally, Pioneer develops, produces and markets canola, sunflower, sorghum, inoculants,
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ITEM 1. BUSINESS, continued
Part I
wheat and rice. As the world's population grows and the middle class expands, the need for crops for animal feed, food, biofuels
and industrial uses continues to increase. The business competes with other seed and plant biotechnology companies. Pioneer
seed sales amounted to 23 percent, 21 percent and 19 percent of the company's total consolidated net sales for the years ended
December 31, 2013, 2012 and 2011, respectively.
Pioneer's research and development focuses on integrating high yielding germplasm with value added proprietary and/or licensed
native and biotechnology traits with local environment and service expertise. Pioneer uniquely develops integrated products for
specific regional application based on local product advancement and testing of the product concepts. Research and development
in this arena requires long-term commitment of resources, extensive regulatory efforts and collaborations, partnerships and business
arrangements to successfully bring products to market. To protect its investment, the business employs the use of patents covering
germplasm and native and biotechnology traits in accordance with country laws. Pioneer holds multiple long-term biotechnology
trait licenses from third parties as a normal course of business. The biotechnology traits licensed by Pioneer from third parties are
contained in a variety of Pioneer crops, including corn hybrids and soybean varieties. The majority of Pioneer’s corn hybrids and
soybean varieties sold to customers contain biotechnology traits licensed from third parties under these long term licenses.
Pioneer is actively pursuing the development of innovations for corn hybrid, soybean varieties, canola, sunflower, wheat and rice
based on market assessments of the most valuable opportunities. In corn hybrids, programs include innovations for drought and
nitrogen efficiency, insect protection and herbicide tolerance. In soybean varieties, programs include products with high oleic
content, multiple herbicide tolerance and insect protection.
Pioneer has seed production facilities located throughout the world. Seed production is performed directly by the business or
contracted with independent growers and conditioners. Pioneer's ability to produce seeds primarily depends upon weather conditions
and availability of reliable contract growers.
Pioneer markets and sells seed product primarily under the Pioneer® brand but also sells and distributes products utilizing additional
brand names. Pioneer promotes its products through multiple marketing channels around the world. In the corn and soybean
markets of the U.S. Corn Belt, Pioneer® brand products are sold primarily through a specialized force of independent sales
representatives. Outside of North America, Pioneer's products are marketed through a network of subsidiaries, joint ventures and
independent producer-distributors.
DuPont Crop Protection serves the global production agriculture industry with crop protection products for field crops such as
wheat, corn, soybean and rice; specialty crops such as fruit, nut, vine and vegetables; and non-crop segments, including forestry
and land management. Principle crop protection products are weed control, disease control and insect control offerings. Crop
Protection products are marketed and sold to growers and other end users through a network of wholesale distributors and crop
input retailers. The sales growth of the business' insect control portfolio is led by DuPontTM Rynaxypyr® insecticide, a product that
is used across a broad range of core agricultural crops.
The major commodities, raw materials and supplies for the Agriculture segment include: benzene derivatives, other aromatics and
carbamic acid related intermediates, copper, corn and soybean seeds, insect control products, natural gas and seed treatments.
Agriculture segment sales outside the U.S. accounted for 54 percent of the segment's total sales in 2013.
Electronics & Communications
Electronics & Communications (E&C) is a leading supplier of differentiated materials and systems for photovoltaics (PV),
consumer electronics, displays and advanced printing that enable superior performance and lower total cost of ownership for
customers. The segment leverages the company's strong materials and technology base to target attractive growth opportunities
in PV materials, circuit and semiconductor fabrication and packaging materials, display materials, packaging graphics, and ink-
jet printing. In the growing PV market, E&C continues to be an industry-leading innovator and supplier of metallization pastes
and backsheet materials that improve the efficiency and lifetime of solar cells and solar modules. Solar modules, which are made
up of solar cells and other materials, are installed to generate power. DuPont is a leading global supplier of materials to the PV
industry.
In the displays market, E&C has developed solution-process technology, which it licenses, and a growing range of materials for
active matrix organic light emitting diode (AMOLED) television displays. The segment has a portfolio of materials for
semiconductor fabrication and packaging, as well as innovative materials for circuit applications, to address critical needs of
electronic component and device manufacturers. In consumer electronics, E&C materials add value in the high growth hand-held
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ITEM 1. BUSINESS, continued
Part I
device market of tablets and smart phones. In packaging graphics, E&C is a leading supplier of flexographic printing systems,
including Cyrel® photopolymer plates and platemaking systems. The segment is investing in new products to strengthen its market
leadership position in advanced printing markets. The segment holds a leadership position in black-pigmented inks and is developing
new color-pigmented inks for network printing applications.
The major commodities, raw materials and supplies for E&C include: block co-polymers, copper, difluoroethane, hydroxylamine,
oxydianiline, polyester film, precious metals and pyromellitic dianhydride.
E&C segment sales outside the U.S. accounted for 82 percent of the segment's total sales in 2013.
Industrial Biosciences
Industrial Biosciences is a leader in developing and manufacturing a broad portfolio of bio-based products. The segment's enzymes
add value and functionality to processes and products across a broad range of markets such as animal nutrition, detergents, food
manufacturing, ethanol production and industrial applications. The result is cost and process benefits, better product performance
and improved environmental outcomes. Industrial Biosciences also makes DuPontTM Sorona® PTT renewably sourced polymer
for use in carpet and apparel fibers.
The segment includes a joint venture with Tate & Lyle PLC, DuPont Tate and Lyle Bio Products LLC, to produce BioPDOTM 1,3
propanediol using a proprietary fermentation and purification process. BioPDOTM is the key building block for DuPontTM Sorona®
PTT polymer.
The major commodities, raw materials and supplies for the Industrial Biosciences segment include: glucoamylase, glycols, grain
products, such as dextrose and glucose, and purified terephthalic acid.
Industrial Biosciences segment sales outside the U.S. accounted for 56 percent of the segment's total sales in 2013.
Nutrition & Health
Nutrition & Health offers a wide range of sustainable, bio-based ingredients and advanced molecular diagnostic solutions, providing
innovative solutions for specialty food ingredients, food nutrition, health and safety. The segment's product solutions include the
wide-range of DuPont™ Danisco® food ingredients such as cultures and notably Howaru® probiotics, emulsifiers, texturants,
natural sweeteners such as Xivia® and Supro® soy-based food ingredients. These ingredients hold leading market positions based
on industry leading innovation, knowledge and experience, relevant product portfolios and close-partnering with the world's food
manufacturers. Nutrition & Health serves various end markets within the food industry including meat, dairy, beverages and bakery
segments. Nutrition & Health has research, production and distribution operations around the world.
Nutrition & Health products are marketed and sold under a variety of brand names and are distributed primarily through its direct
route to market. The direct route to market focuses on strong customer collaborations and insights with multinational customers
and regional customers alike.
The major commodities, raw materials and supplies for the Nutrition & Health segment include: acetyls, citrus peels, glycerin,
grain products, guar, locust bean gum, oils and fats, seaweed, soybean, soy flake, sugar and yeast.
Nutrition & Health segment sales outside the U.S. accounted for 68 percent of the segment's total sales in 2013.
Performance Chemicals
Performance Chemicals businesses, DuPont Titanium Technologies and DuPont Chemicals and Fluoroproducts, deliver customized
solutions with a wide range of industrial and specialty chemical products for markets including plastics and coatings, textiles,
mining, pulp and paper, water treatment and healthcare.
DuPont Titanium Technologies is the world's largest manufacturer of titanium dioxide, and is dedicated to creating greater value
for the coatings, paper, plastics, specialties and minerals markets through service, brand and product. The business' main products
include its broad line of DuPontTM Ti-Pure® titanium dioxide products. In 2011, the business announced a global expansion to
support increased customer demand for titanium dioxide, including a $500 million investment in new production facilities at the
company's Altamira, Mexico site scheduled for completion in 2015. In addition, the business continues to invest in facility upgrades
to improve productivity at its other global manufacturing sites.
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ITEM 1. BUSINESS, continued
Part I
DuPont Chemicals and Fluoroproducts is a leading global manufacturer of industrial and specialty fluorochemicals, fluoropolymers
and performance chemicals. The business' broad line of products include refrigerants, lubricants, propellants, solvents, fire
extinguishants and electronic gases, which cover a wide range of industries and markets. Key brands include DuPontTM Teflon®,
Capstone®, Dymel®, OpteonTM yf, Isceon®, Suva®, Vertrel®, Zyron®, Vazo® and Virkon®.
The major commodities, raw materials and supplies for the Performance Chemicals segment include: ammonia, benzene, chlorine,
chloroform, fluorspar, hydrofluoric acid, industrial gases, methanol, natural gas, perchloroethylene, petroleum coke, sodium
hydroxide, sulfur and titanium ore.
Performance Chemicals segment sales outside the U.S. accounted for 55 percent of the segment's total sales in 2013.
Performance Materials
Performance Materials businesses, Performance Polymers and Packaging & Industrial Polymers, provide productive, higher
performance polymers, elastomers, films, parts, and systems and solutions which improve the uniqueness, functionality and
profitability of its customers' offerings. The key markets served by the segment include the automotive original equipment
manufacturers (OEMs) and associated after-market industries, as well as electrical, packaging, construction, oil, electronics,
photovoltaics, aerospace, chemical processing and consumer durable goods. The segment has several large customers, primarily
in the motor vehicle OEM industry supply chain. The company has long-standing relationships with these customers and they are
considered to be important to the segment's operating results.
Performance Polymers delivers a broad range of polymer-based high performance materials in its product portfolio, including
elastomers and thermoplastic and thermoset engineering polymers which are used by customers to fabricate components for
mechanical, chemical and electrical systems. The main products include: DuPontTM Zytel® nylon resins, Delrin® acetal resins,
Hytrel® polyester thermoplastic elastomer resins, Tynex® filaments, Vespel® parts and shapes, Vamac® ethylene acrylic elastomer,
Kalrez® perfluoroelastomer and Viton® fluoroelastomers. Performance Polymers also includes the DuPont Teijin Films joint
venture, whose primary products are Mylar® and Melinex® polyester films.
Packaging & Industrial Polymers specializes in resins and films used in packaging and industrial polymer applications, sealants
and adhesives, sporting goods, and interlayers for laminated safety glass. Key brands include: DuPontTM Surlyn® ionomer resins,
Bynel® coextrudable adhesive resins, Elvax® EVA resins, SentryGlas®, Butacite® laminate interlayers and Elvaloy® copolymer
resins.
In November 2013, DuPont entered into a definitive agreement to sell Glass Laminating Solutions/Vinyls (GLS/Vinyls), a part of
Packaging & Industrial Polymers, to Kuraray Co. Ltd. for $543 million, plus the value of the inventories. GLS/Vinyls specializes
in interlayers for laminated safety glass and its key brands include SentryGlas® and Butacite® laminate interlayers. The sale is
expected to close about mid-2014 pending customary closing conditions, including timing of antitrust clearance.
The major commodities, raw materials and supplies for the Performance Materials segment include: acrylic monomers, adipic
acid, butadiene, butanediol, dimethyl terephthalate, ethane, fiberglass, hexamethylenediamine, methanol, natural gas and purified
terephthalic acid.
Performance Materials segment sales outside the U.S. accounted for 69 percent of the segment's total sales in 2013.
Safety & Protection
Safety & Protection businesses, Protection Technologies, Sustainable Solutions and Building Innovations, satisfy the growing
global needs of businesses, governments and consumers for solutions that make life safer, healthier and more secure. By uniting
market-driven science with the strength of highly regarded brands, the segment delivers products and services to a large number
of markets, including construction, transportation, communications, industrial chemicals, oil and gas, electric utilities, automotive,
manufacturing, defense, homeland security and safety consulting.
Protection Technologies is focused on finding solutions to protect people and the environment. With products like DuPont™
Kevlar® high strength material, Nomex® thermal resistant material and Tyvek® protective material, the business continues to hold
strong positions in life protection markets and meet the continued demand for body armor and personal protective gear for the
military, law enforcement personnel, firefighters and other first responders, as well as for workers in the oil and gas industry around
the world.
5
ITEM 1. BUSINESS, continued
Part I
Sustainable Solutions continues to help organizations worldwide reduce workplace injuries and fatalities while improving operating
costs, productivity and quality. Sustainable Solutions is a leader in the safety consulting field, selling training products, as well
as consulting services. Additionally, Sustainable Solutions is dedicated to clean air, clean fuel and clean water with offerings that
help reduce sulfur and other emissions, formulate cleaner fuels, or dispose of liquid waste. Its goal is to help maintain business
continuity and environmental compliance for companies in the refining and petrochemical industries, as well as for government
entities. In addition, the business is a leading global provider of process technology, proprietary specialty equipment and technical
services to the sulfuric acid industry.
Building Innovations is committed to the building science behind increasing the performance of building systems, helping reduce
operating costs and creating more sustainable structures. The business is a market leader of solid surfaces through its DuPontTM
Corian® and Montelli® lines of products which offer durable and versatile materials for residential and commercial purposes.
DuPont™ Tyvek® offers industry leading solutions for the protection and energy efficiency of buildings and the business also
offers Geotextiles for Professional Landscaping applications.
The major commodities, raw materials and supplies for the Safety & Protection segment include: aluminum trihydrate, benzene,
high density polyethylene, isophthaloyl chloride, metaphenylenediamine, methyl methacrylate, paraphenylenediamine, polyester
fiber, terephthaloyl chloride and wood pulp.
Safety & Protection segment sales outside the U.S. accounted for 62 percent of the segment's total sales in 2013.
Pharmaceuticals
On October 1, 2001, DuPont Pharmaceuticals was sold to the Bristol-Myers Squibb Company. DuPont retained its interest in
Cozaar® (losartan potassium) and Hyzaar® (losartan potassium with hydrochlorothiazide), which are used in the treatment of
hypertension. DuPont has exclusively licensed worldwide marketing and manufacturing rights for Cozaar® and Hyzaar® to Merck
& Co., Inc. (Merck).
Pharmaceuticals' Cozaar®/Hyzaar® income is the sum of two parts: income related to a share of the profits from North American
sales and certain markets in Europe, and royalty income derived from worldwide contract net sales linked to the exclusivity term
in a particular country. Patents and exclusivity started to expire in prior years and the U.S. exclusivity for Cozaar® ended in April
2010. The worldwide agreement with Merck expired December 31, 2012. The company expects 2014 earnings to be insignificant
and will be reported within the Other segment.
Backlog
In general, the company does not manufacture its products against a backlog of orders and does not consider backlog to be a
significant indicator of the level of future sales activity. Production and inventory levels are based on the level of incoming orders
as well as projections of future demand. Therefore, the company believes that backlog information is not material to understanding
its overall business and should not be considered a reliable indicator of the company's ability to achieve any particular level of
revenue or financial performance.
Intellectual Property
As a science and technology based company, DuPont believes that securing intellectual property is an important part of protecting
its research. Some DuPont businesses operate in environments in which the availability and protection of intellectual property
rights affect competition. (Information on the importance of intellectual property rights to Pioneer is included in Item 1 Agriculture
business discussion beginning on page 2 of this report.)
Trade secrets are an important element of the company's intellectual property. Many of the processes used to make DuPont products
are kept as trade secrets which, from time to time, may be licensed to third parties. DuPont vigilantly protects all of its intellectual
property including its trade secrets. When the company discovers that its trade secrets have been unlawfully taken, it reports the
matter to governmental authorities for investigation and potential criminal action, as appropriate. In addition, the company takes
measures to mitigate any potential impact, which may include civil actions seeking redress, restitution and/or damages based on
loss to the company and/or unjust enrichment.
Patents & Trademarks: DuPont continually applies for and obtains U.S. and foreign patents and has access to a large patent
portfolio, both owned and licensed. DuPont’s rights under these patents and licenses, as well as the products made and sold under
them, are important to the company in the aggregate. The protection afforded by these patents varies based on country, scope of
individual patent coverage, as well as the availability of legal remedies in each country. This significant patent estate may be
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ITEM 1. BUSINESS, continued
Part I
leveraged to align with the company’s strategic priorities within and across segments. At December 31, 2013, the company owned
over 24,000 patents with various expiration dates over the next twenty years. In addition to its owned patents, the company owns
over 20,000 patent applications.
The company has about 2,140 unique trademarks for its products and services and approximately 21,130 registrations for these
trademarks worldwide. Ownership rights in trademarks do not expire if the trademarks are continued in use and properly protected.
The company has many trademarks that have significant recognition at the consumer retail level and/or business to business level.
Research and Development
The company conducts research and development (R&D) at either dedicated research facilities or manufacturing plants. There are
eleven major research locations in the U.S. & Canada, with the highest concentration of facilities at our corporate headquarters in
the Wilmington, Delaware area. In addition, DuPont has five major research centers in the Asia Pacific region, four major locations
in the Europe, Middle East and Africa (EMEA) region and one major location is located in Latin America.
The company’s research and development objectives are to leverage its unique integrated science capabilities to drive revenue and
profit growth. DuPont's R&D organization is fully focused on the company's strategic priorities: extending its leadership across
the high-value, science-driven segments of the agriculture and food value chains, strengthening its lead as provider of differentiated,
high-value advanced industrial materials, and building transformational new bio-based industrial businesses. The company believes
that its unique breadth of science, proven R&D engine, broad global reach and deep market penetration are distinctive, competitive
advantages that position it to address demands for more and healthier food, decreasing our dependence on fossil fuel, and protecting
people and the environment. Each business in the company funds research and development activities that support its business
mission, and a central research and development organization supports cross-business and cross-functional growth opportunities.
The R&D portfolio is managed by senior research and development personnel to ensure consistency with the business and corporate
strategy and to capitalize on the application of emerging science.
The company continues to protect its R&D investment through its intellectual property strategy. See discussion under "Intellectual
Property".
Additional information with respect to research and development, including the amount incurred during each of the last three fiscal
years, is included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, on page
19 of this report.
Environmental Matters
Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning
on page 12, (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 31,
35-37 and (3) Notes 1 and 16 to the Consolidated Financial Statements.
Available Information
The company is subject to the reporting requirements under the Securities Exchange Act of 1934. Consequently, the company is
required to file reports and information with the Securities and Exchange Commission (SEC), including reports on the following
forms: annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
The public may read and copy any materials the company files with the SEC at the SEC's Public Reference Room at 100 F Street,
NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
The company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports are also accessible on the company's website at http://www.dupont.com by clicking on the section labeled "Investors",
then on "Key Financials & Filings" and then on "SEC Filings." These reports are made available, without charge, as soon as is
reasonably practicable after the company files or furnishes them electronically with the SEC.
Executive Officers of the Registrant
Information related to the company's Executive Officers is included in Item 10, Directors, Executive Officers and Corporate
Governance, beginning on page 40 of this report.
7
ITEM 1A. RISK FACTORS
Part I
The company's operations could be affected by various risks, many of which are beyond its control. Based on current information,
the company believes that the following identifies the most significant risk factors that could affect its businesses. Past financial
performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or
trends in future periods.
Conditions in the global economy and global capital markets may adversely affect the company's results of operations,
financial condition, and cash flows.
The company's business and operating results may in the future be adversely affected by global economic conditions, including
instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile
exchange rates, and other challenges such as the changing financial regulatory environment that could affect the global economy.
The company's customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing.
As a result, existing or potential customers may delay or cancel plans to purchase products and may not be able to fulfill their
obligations in a timely fashion. Further, suppliers could experience similar conditions, which could impact their ability to fulfill
their obligations to the company. Adversity within capital markets may impact future return on pension assets, thus resulting in
greater future pension costs that impact the company's results. Because the company has significant international operations, there
are a large number of currency transactions that result from international sales, purchases, investments and borrowings. The
company actively manages currency exposures that are associated with net monetary asset positions, committed currency purchases
and sales, foreign currency-denominated revenues and other assets and liabilities created in the normal course of business. Future
weakness in the global economy and failure to manage these risks could adversely affect the company's results of operations,
financial condition and cash flows in future periods.
Changes in government policies and laws could adversely affect the company's financial results.
Sales to customers outside the U.S. constitute about 60 percent of the company's 2013 revenue. The company anticipates that
international sales will continue to represent a substantial portion of its total sales and that continued growth and profitability will
require further international expansion, particularly in developing markets. Sales from developing markets represent 33 percent
of the company's revenue in 2013 and the company's growth plans include focusing on expanding its presence in developing
markets. The company's financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations,
or other activities of U.S. and non-U.S. governments, agencies and similar organizations. These conditions include, but are not
limited to, changes in a country's or region's economic or political conditions, trade regulations affecting production, pricing and
marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries,
changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and
other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism,
political hostilities and war, could lead to reduced sales and profitability.
Price increases for energy and raw materials could have a significant impact on the company's ability to sustain and grow
earnings.
The company's manufacturing processes consume significant amounts of energy and raw materials, the costs of which are subject
to worldwide supply and demand as well as other factors beyond the control of the company. Significant variations in the cost of
energy, which primarily reflect market prices for oil, natural gas and raw materials, affect the company's operating results from
period to period. In 2013, price increases for energy and raw materials were about $500 million as compared to 2012. Price increases
for energy and raw materials were not significant to earnings in 2012 as compared to 2011. Legislation to address climate change
by reducing greenhouse gas emissions and establishing a price on carbon could create increases in energy costs and price volatility.
When possible, the company purchases raw materials through negotiated long-term contracts to minimize the impact of price
fluctuations. Additionally, the company enters into over-the-counter and exchange traded derivative commodity instruments to
hedge its exposure to price fluctuations on certain raw material purchases. The company takes actions to offset the effects of higher
energy and raw material costs through selling price increases, productivity improvements and cost reduction programs. Success
in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could
vary significantly depending on the market served. If the company is not able to fully offset the effects of higher energy and raw
material costs, it could have a significant impact on the company's financial results.
The company's results of operations and financial condition could be seriously impacted by business disruptions and
security breaches, including cybersecurity incidents.
Business and/or supply chain disruptions, plant and/or power outages and information technology system and/or network
disruptions, regardless of cause including acts of sabotage, employee error or other actions, geo-political activity, weather events
and natural disasters could seriously harm the company's operations as well as the operations of its customers and suppliers. Failure
to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure
8
ITEM 1A. RISK FACTORS, continued
Part I
by hackers; viruses; breaches due to employee error or actions; or other disruptions could result in misuse of the company's assets,
business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings,
reporting errors, processing inefficiencies, negative media attention, loss of sales and interference with regulatory compliance.
Like most major corporations, DuPont is the target of industrial espionage, including cyber-attacks, from time to time. DuPont
has determined that these attacks have resulted, and could result in the future, in unauthorized parties gaining access to at least
certain confidential business information. However, to date, the company has not experienced any material financial impact,
changes in the competitive environment or business operations that it attributes to these attacks. Although management does not
believe that the company has experienced any material losses to date related to security breaches, including cybersecurity incidents,
there can be no assurance that it will not suffer such losses in the future. The company actively manages the risks within its control
that could lead to business disruptions and security breaches. As these threats continue to evolve, particularly around cybersecurity,
the company may be required to expend significant resources to enhance its control environment, processes, practices and other
protective measures. Despite these efforts, such events could materially adversely affect the company's business, financial condition
or results of operations.
Inability to protect and enforce the company's intellectual property rights could adversely affect the company's financial
results.
Intellectual property rights, including patents, plant variety protection, trade secrets, confidential information, trademarks,
tradenames and other forms of trade dress, are important to the company's business. The company endeavors to protect its intellectual
property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported.
However, the company may be unable to obtain protection for its intellectual property in key jurisdictions. The company has
designed and implemented internal controls to restrict access to and distribution of its intellectual property. Despite these
precautions, the company's intellectual property is vulnerable to unauthorized access through employee error or actions, theft and
cybersecurity incidents, and other security breaches. When unauthorized access and use or counterfeit products are discovered,
the company reports such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate
any potential impact.
Failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions could adversely impact our
future results.
From time to time, the company evaluates acquisition candidates that may strategically fit its business and/or growth objectives.
If DuPont is unable to successfully integrate and develop acquired businesses, the company could fail to achieve anticipated
synergies and cost savings, including any expected increases in revenues and operating results, which could materially and adversely
affect the company’s financial results. DuPont continually reviews its diverse portfolio of assets for contributions to the company’s
objectives and alignment with its growth strategy. However, the company may not be successful in separating underperforming
or non-strategic assets and gains or losses on the divestiture of, or lost operating income from, such assets may affect the company’s
earnings. Moreover, DuPont might incur asset impairment charges related to acquisitions or divestitures that reduce its earnings.
In October 2013, DuPont announced its intention to separate its Performance Chemicals segment through a U.S. tax-free spin-off
to shareholders. The proposed spin-off is subject to various conditions, complex in nature and may be affected by unanticipated
developments or changes in market conditions. Completion of the spin-off will be contingent upon customary closing conditions,
including receipt of regulatory approvals.
Market acceptance, government policies, rules or regulations and competition could affect the company's ability to generate
sales from products based on biotechnology.
The company is using biotechnology to create and improve products, particularly in its Agriculture and Industrial Biosciences
segments. These products enable cost and process benefits, better product performance and improve environmental outcomes to
a broad range of products and processes such as seeds, animal nutrition, detergents, food manufacturing, ethanol production and
industrial applications. The company's ability to generate sales from such products could be impacted by market acceptance as
well as governmental policies, laws and regulations that affect the development, manufacture and distribution of products, including
the testing and planting of seeds containing biotechnology traits and the import of commodity grain grown from those seeds. The
regulatory environment is lengthy and complex with requirements that can vary by industry and by country. The regulatory
environment may be impacted by the activities of non-governmental organizations and special interest groups and stakeholder
reaction to actual or perceived impacts of new technology on safety, health and the environment. Obtaining and maintaining
regulatory approvals requires submitting a significant amount of information and data, which may require participation from
technology providers. The ability to satisfy the requirements of regulatory agencies is essential to be able to continue to sell existing
products or commercialize new products containing biotechnology traits.
9
ITEM 1A. RISK FACTORS, continued
Part I
The company competes with major global companies that have strong intellectual property estates supporting the use of
biotechnology to enhance products, particularly agricultural and bio-based products. Speed in discovering, developing and
protecting new technologies and bringing related products to market is a significant competitive advantage. Failure to predict and
respond effectively to this competition could cause the company's existing or candidate products to become less competitive,
adversely affecting sales. Competitors are increasingly challenging intellectual property positions and the outcomes can be highly
uncertain. If challenges are resolved adversely, it could negatively impact the company's ability to commercialize new products
and generate sales from existing products.
The company's business, including its results of operations and reputation, could be adversely affected by process safety
and product stewardship issues.
Failure to appropriately manage safety, human health, product liability and environmental risks associated with the company's
products, product life cycles and production processes could adversely impact employees, communities, stakeholders, the
environment, the company's reputation and its results of operations. Public perception of the risks associated with the company's
products and production processes could impact product acceptance and influence the regulatory environment in which the company
operates. While the company has procedures and controls to manage process safety risks, issues could be created by events outside
of its control including natural disasters, severe weather events, acts of sabotage and substandard performance by the company's
external partners.
As a result of the company's current and past operations, including operations related to divested businesses, the company
could incur significant environmental liabilities.
The company is subject to various laws and regulations around the world governing the environment, including the discharge of
pollutants and the management and disposal of hazardous substances. As a result of its operations, including its past operations
and operations of divested businesses, the company could incur substantial costs, including remediation and restoration costs. The
costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant and
will continue to be so for the foreseeable future. The ultimate costs under environmental laws and the timing of these costs are
difficult to predict. The company's accruals for such costs and liabilities may not be adequate because the estimates on which the
accruals are based depend on a number of factors including the nature of the matter, the complexity of the site, site geology, the
nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially
Responsible Parties (PRPs) at multi-party sites and the number and financial viability of other PRPs.
The company's results of operations could be adversely affected by litigation and other commitments and contingencies.
The company faces risks arising from various unasserted and asserted litigation matters, including, but not limited to, product
liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged
environmental torts. The company has noted a nationwide trend in purported class actions against chemical manufacturers generally
seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged
environmental torts without claiming present personal injuries. The company also has noted a trend in public and private nuisance
suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. Various factors or developments
can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable
law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect
on the company. An adverse outcome in any one or more of these matters could be material to the company's financial results.
In the ordinary course of business, the company may make certain commitments, including representations, warranties and
indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of third
party obligations. If the company were required to make payments as a result, they could exceed the amounts accrued, thereby
adversely affecting the company's results of operations.
10
ITEM 1B. UNRESOLVED STAFF COMMENTS
Part I
None.
ITEM 2. PROPERTIES
The company's corporate headquarters are located in Wilmington, Delaware. The company's manufacturing, processing, marketing
and research and development facilities, as well as regional purchasing offices and distribution centers are located throughout the
world.
Information regarding research and development facilities is incorporated by reference to Item 1, Business-Research and
Development. Additional information with respect to the company's property, plant and equipment and leases is contained in
Notes 10, 16 and 21 to the Consolidated Financial Statements.
The company has investments in property, plant and equipment related to global manufacturing operations. Collectively there are
over 300 principal sites in total. The number of sites used by their applicable segment(s) by major geographic area around the
world is as follows:
Number of Sites
Asia Pacific
EMEA
Latin America
U.S. & Canada
Agriculture
Electronics &
Communications
Industrial
Biosciences
Nutrition &
Health
Performance
Chemicals
Performance
Materials
Safety &
Protection
Total 1
22
48
20
57
147
10
3
—
18
31
1
7
1
7
16
9
19
7
12
47
6
4
1
29
40
19
11
1
19
50
6
4
—
11
21
73
96
30
153
352
1.
Sites that are used by multiple segments are included more than once in the figures above.
The company's plants and equipment are well maintained and in good operating condition. The company believes it has sufficient
production capacity to meet demand in 2014. Properties are primarily owned by the company; however, certain properties are
leased. No title examination of the properties has been made for the purpose of this report and certain properties are shared with
other tenants under long-term leases.
DuPont recognizes that the security and safety of its operations are critical to its employees, community and to the future of the
company. As such, the company has merged chemical site security into its safety core value where it serves as an integral part of
its long standing safety culture. Physical security measures have been combined with process safety measures (including the use
of inherently safer technology), administrative procedures and emergency response preparedness into an integrated security plan.
The company has conducted vulnerability assessments at operating facilities in the U.S. and high priority sites worldwide and
identified and implemented appropriate measures to protect these facilities from physical and cyber attacks. DuPont is partnering
with carriers, including railroad, shipping and trucking companies, to secure chemicals in transit.
11
ITEM 3. LEGAL PROCEEDINGS
Part I
The company is subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust
claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information
regarding certain of these matters is set forth below and in Note 16 to the Consolidated Financial Statements.
Litigation
Imprelis® Herbicide Claims Process
Information related to this matter is included in Note 16 to the Consolidated Financial Statements under the heading Imprelis®.
PFOA: Environmental and Litigation Proceedings
For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt
and does not distinguish between the two forms. Information related to this matter is included in Note 16 to the Consolidated
Financial Statements under the heading PFOA.
Environmental Proceedings
Belle Plant, West Virginia
In August 2013, the U.S. government initiated an enforcement action alleging that the facility violated certain regulatory provisions
of the Clean Air Act (CAA), Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and Emergency
Planning and Community Right to Know Act (EPCRA). The alleged non-compliance relates to chemical releases between 2006
and 2010, including one release which involved the death of a DuPont employee after exposure to phosgene. DuPont is in settlement
negotiations with the U.S. Environmental Protection Agency (EPA) and the Department of Justice (DOJ).
Chambers Works Plant, Deepwater, New Jersey
In 2010, the government initiated an enforcement action alleging that the facility violated recordkeeping requirements of certain
provisions of the CAA and the Federal Clean Air Act Regulations (FCAR) governing Leak Detection and Reporting (LDAR) and
that it failed to report emissions of a compound from Chambers Works' waste water treatment facility under EPCRA. The alleged
non-compliance was identified by EPA in 2007 and 2009 following separate environmental audits. DuPont is in settlement
negotiations with EPA and DOJ.
LaPorte Plant, LaPorte, Texas
EPA conducted a multimedia inspection at the LaPorte facility in January 2008. DuPont, EPA and DOJ began discussions in the
fall 2011 relating to the management of certain materials in the facility's waste water treatment system, hazardous waste
management, flare and air emissions. These negotiations continue.
Sabine Plant, Orange, Texas
In June 2012, DuPont began discussions with DOJ and EPA related to a multimedia inspection that EPA conducted at the Sabine
facility in March 2009. The discussions involve the management of materials in the facility's waste water treatment system,
hazardous waste management, flare and air emissions.
Yerkes Plant, Buffalo, New York
The government alleges that the facility violated recordkeeping requirements of certain provisions of the CAA and the FCAR
governing LDAR and that it failed to accurately report emissions under EPCRA. The alleged non-compliance was identified by
EPA in 2006 and 2010 following separate environmental audits. DuPont is in settlement negotiations with EPA and DOJ.
Federal Insecticide, Fungicide and Rodenticide Act (FIFRA)
In July 2012, DuPont received a “notice of noncompliance and show cause” letter from EPA Region III for alleged violations of
FIFRA related to product labeling and adverse effects reporting for Imprelis®. DuPont and EPA are in discussions.
Washington Works Plant, West Virginia
In 2011, the U.S. government initiated an enforcement action alleging that the Washington Works plant violated certain regulatory
provisions of the CAA governing LDAR. The alleged non-compliance was identified between 2007 and 2010, following an
environmental audit conducted in 2007 and the submission of responses to an information request received in 2009. DuPont is in
settlement negotiations with the EPA and DOJ.
12
ITEM 4. MINE SAFETY DISCLOSURES
Information regarding mine safety and other regulatory actions at the company's surface mine in Starke, Florida is included in
Exhibit 95 to this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market for Registrant's Common Equity and Related Stockholder Matters
The company's common stock is listed on the New York Stock Exchange, Inc. (symbol DD) and certain non-U.S. exchanges. The
number of record holders of common stock was approximately 70,000 at January 31, 2014.
Holders of the company's common stock are entitled to receive dividends when they are declared by the Board of Directors. While
it is not a guarantee of future conduct, the company has continuously paid a quarterly dividend since the fourth quarter 1904.
Dividends on common stock and preferred stock are usually declared in January, April, July and October. When dividends on
common stock are declared, they are usually paid mid March, June, September and December. Preferred dividends are paid on or
about the 25th of January, April, July and October. The Stock Transfer Agent and Registrar is Computershare Trust Company, N.A.
The company's quarterly high and low trading stock prices and dividends per common share for 2013 and 2012 are shown below.
2013
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2012
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Market Prices
High
Low
Per Share
Dividend
Declared
$
$
65.00 $
60.86
57.25
50.20
50.96 $
52.33
53.98
53.95
56.46 $
52.04
48.21
45.11
41.67 $
46.15
46.44
45.84
0.45
0.45
0.45
0.43
0.43
0.43
0.43
0.41
Issuer Purchases of Equity Securities
There were no purchases of the company's common stock during the three months ended December 31, 2013.
13
Part II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES, continued
Stock Performance Graph
The following graph presents the cumulative five-year total shareholder return for the company's common stock compared with
the S&P 500 Stock Index and the Dow Jones Industrial Average.
12/31/2008
12/31/2009
12/31/2010
12/31/2011
12/31/2012
12/31/2013
DuPont
S&P 500 Index
Dow Jones Industrial Average
$
100 $
100
100
141 $
126
123
218 $
146
140
207 $
149
152
211 $
172
167
314
228
217
The graph assumes that the values of DuPont common stock, the S&P 500 Stock Index and the Dow Jones Industrial Average
were each $100 on December 31, 2008 and that all dividends were reinvested.
14
Part II
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in millions, except per share)
Summary of operations1
Net sales
Employee separation / asset related charges, net
2013
2012
2011
2010
2009
$ 35,734 $ 34,812 $ 33,681 $ 27,700 $ 22,681
$
114 $
493 $
53 $
(40) $
195
Income from continuing operations before income taxes
$ 3,489 $ 3,088 $ 3,879 $ 3,259 $ 1,870
Provision for income taxes on continuing operations
$
626 $
616 $
647 $
518 $
298
Net income attributable to DuPont
$ 4,848 $ 2,755 $ 3,559 $ 3,022 $ 1,690
Basic earnings per share of common stock from continuing operations
$
3.07 $
2.61 $
3.43 $
2.98 $
3.04 $
2.59 $
3.38 $
2.94 $
1.71
1.70
Diluted earnings per share of common stock from continuing operations $
Financial position at year-end1
Working capital2
$ 11,017 $ 7,765 $ 7,030 $ 9,733 $ 7,973
Total assets3
Borrowings and capital lease obligations
Short-term
Long-term
Total equity
General1
For the year
Purchases of property, plant & equipment and investments in
affiliates
Depreciation
Research and development expense
Average number of common shares outstanding (millions)
Basic
Diluted
Dividends per common share
At year-end
Employees (thousands)
Closing stock price
Common stockholders of record (thousands)
$ 51,499 $ 49,859 $ 48,643 $ 40,470 $ 38,256
$ 1,721 $ 1,275 $
817 $
133 $ 1,506
$ 10,741 $ 10,465 $ 11,736 $ 10,137 $ 9,528
$ 16,286 $ 10,299 $ 9,208 $ 9,800 $ 7,719
$ 1,940 $ 1,890 $ 1,910 $ 1,608 $ 1,432
$ 1,280 $ 1,319 $ 1,199 $ 1,118 $ 1,144
$ 2,153 $ 2,123 $ 1,960 $ 1,650 $ 1,370
926
933
933
942
928
941
909
922
904
909
$
1.78 $
1.70 $
1.64 $
1.64 $
1.64
64
70
70
60
58
$ 64.97 $ 44.98 $ 45.78 $ 49.88 $ 33.67
70
74
78
81
85
1.
2.
3.
Information has been restated to reflect the impact of discontinued operations and change in accounting principle, as applicable. See Note 1, Basis of
Presentation and Inventories, to the Consolidated Financial Statements for further information.
At December 31, 2012, working capital included approximately $2.0 billion of net assets related to the Performance Coatings business, of which approximately
$1.3 billion was previously considered to be noncurrent and was classified as held for sale as of December 31, 2012. See Note 2 to the Consolidated Financial
Statements for further information.
During 2011, the company acquired approximately $8.8 billion of assets in connection with the Danisco acquisition.
15
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,”
“anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address
expectations or projections about the future, including statements about the company's strategy for growth, product development,
regulatory approval, market position, anticipated benefits of recent acquisitions, outcome of contingencies, such as litigation and
environmental matters, expenditures and financial results, are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or
realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company's control. Some
of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-
looking statements are:
Fluctuations in energy and raw material prices;
Failure to develop and market new products and optimally manage product life cycles;
•
•
• Outcome of significant litigation and environmental matters, including those related to divested businesses;
•
• Effect of changes in tax, environmental and other laws and regulations or political conditions in the U.S. and other countries
Failure to appropriately manage process safety and product stewardship issues;
in which the company operates;
• Conditions in the global economy and global capital markets, including economic factors, such as inflation, deflation and
•
fluctuations in currency exchange rates, interest rates and commodity prices, as well as regulatory requirements;
Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of
sabotage, cyber-attacks, terrorism or war, weather events and natural disasters;
• Ability to protect and enforce the company's intellectual property rights; and
•
Successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses,
including proposed spin-off of the Performance Chemicals segment.
For some of the important factors that could cause the company's actual results to differ materially from those projected in any
such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A beginning on page 8.
Overview
Purpose DuPont’s businesses serve markets where the increasing demand for more and healthier food, renewably sourced
materials and fuels, and advanced industrial materials is creating substantial growth opportunities. The company’s unique
combination of sciences, proven R&D engine, broad global reach, and deep market penetration are distinctive competitive
advantages that position the company to continue capitalizing on this enormous potential.
Strategy Position DuPont as a higher growth, higher value company, well equipped to drive revenue and profit growth through
science-based innovation and the company’s significant competitive advantages with three priorities:
• Agriculture & Nutrition - extend DuPont’s leadership across the high-value, science-driven segments of the Agriculture
and Food value chain;
• Advanced Materials - strengthen the company’s lead as a provider of differentiated, high-value advanced industrial
•
materials;
Industrial Biosciences - build transformational new bio-based businesses by combining DuPont’s world leading science
with expertise and resources from the Advanced Materials and Agriculture & Nutrition businesses.
The company is committed to maintain a strong balance sheet and to return excess cash to shareholders unless there is a compelling
opportunity to invest for growth.
Results Income from continuing operations after taxes increased 16 percent to $2.9 billion. Net sales of $35.7 billion increased
3 percent driven by 5 percent higher volume. Sales grew 6 percent in developing markets, which include China, India, and the
countries located in Latin America, Eastern and Central Europe, Middle East, Africa, and Southeast Asia. Sales of new products
introduced in the last four years also contributed to sales growth.
16
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Analysis of Operations
Separation of Performance Chemicals On October 24, 2013, DuPont announced that it intends to separate its Performance
Chemicals segment through a U.S. tax-free spin-off to shareholders, subject to customary closing conditions. The company expects
to complete the separation about mid-2015.
Divestiture of Performance Coatings On August 30, 2012, the company entered into a definitive agreement with Flash Bermuda
Co. Ltd., a Bermuda exempted limited liability company formed by affiliates of The Carlyle Group (collectively referred to as
"Carlyle") in which Carlyle agreed to purchase certain subsidiaries and assets comprising the company's Performance Coatings
business. In February 2013, the sale was completed resulting in a pre-tax gain of approximately $2.7 billion ($2.0 billion net of
tax). The gain was recorded in income from discontinued operations after income taxes in the Consolidated Income Statement for
the year ended December 31, 2013.
In accordance with GAAP, the results of Performance Coatings are presented as discontinued operations and, as such, have been
excluded from continuing operations and segment results for all periods presented. See Note 2 to the Consolidated Financial
Statements for additional information.
Acquisition of Danisco In 2011, the company acquired Danisco in a transaction valued at $6.4 billion, plus net debt assumed
of $0.6 billion. As part of this acquisition, DuPont incurred $85 million in transaction related costs during 2011, which were
recorded in other operating charges. In 2011, the businesses acquired from Danisco contributed net sales of $1.7 billion and net
income attributable to DuPont of $(7) million, which excludes $30 million after-tax ($39 million pre-tax) of additional interest
expense related to the debt issued to finance the acquisition. Danisco's contributions included a $125 million after-tax ($175 million
pre-tax) charge related to the fair value step-up of inventories acquired and sold during 2011. See Note 4 to the Consolidated
Financial Statements for additional information.
(Dollars in millions)
NET SALES
2013
2012
2011
$
35,734 $
34,812 $
33,681
2013 versus 2012 The table below shows a regional breakdown of 2013 consolidated net sales based on location of customers
and percentage variances from prior year:
(Dollars in billions)
Worldwide
U.S. & Canada
EMEA
Asia Pacific
Latin America
Percent Change Due to:
2013
Net Sales
Percent
Change vs.
2012
Local
Price
Currency
Effect
Volume
Portfolio / Other
$
35.7
14.8
8.4
7.7
4.8
3
4
4
(3)
6
(1)
1
(2)
(6)
—
(1)
—
1
(3)
(3)
5
3
4
6
9
—
—
1
—
—
Sales increased 3 percent, reflecting a 5 percent increase in worldwide sales volume with growth in all segments. Local prices
were 1 percent lower principally due to a 12 percent decline in Performance Chemicals prices and a pass through of lower precious
metals prices for Electronics & Communications. Negative currency impact reflects a weaker Brazilian Real and Indian Rupee,
partly offset by a stronger Euro. Sales in developing markets of $11.9 billion improved 7 percent on 10 percent higher volume,
and the percentage of total company sales in these markets increased to 33 percent from 32 percent in 2012.
17
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
2012 versus 2011 The table below shows a regional breakdown of 2012 consolidated net sales based on location of customers
and percentage variances from 2011:
(Dollars in billions)
Worldwide
U.S. & Canada
EMEA
Asia Pacific
Latin America
2012
Net Sales
Percent
Change vs.
2011
Local
Price
Currency
Effect
Volume
Percent Change Due to:
$
34.8
14.2
8.1
8.0
4.5
3
8
(1)
(4)
11
4
6
3
(1)
9
(2)
—
(6)
(1)
(5)
Portfolio / Other
3
2
6
3
2
(2)
—
(4)
(5)
5
Sales increased 3 percent, reflecting a 3 percent net increase from portfolio changes, principally the Danisco acquisition, and 4
percent higher local prices, partly offset by 2 percent lower volume and a 2 percent negative currency impact. The 2 percent
decline in worldwide sales volume principally reflects higher Agriculture, Nutrition & Health, and Industrial Biosciences volume,
more than offset by lower volume for the other segments combined, particularly Performance Chemicals. Higher local prices
were driven principally by increases for seeds, titanium dioxide, and specialty polymers. Currency effect primarily reflects the
weaker Euro and Brazilian Real. Sales in developing markets of $11.1 billion improved 6 percent from 2011, and the percentage
of total company sales in these markets increased to 32 percent from 31 percent in 2011.
(Dollars in millions)
OTHER INCOME, NET
2013
2012
2011
$
410 $
498 $
742
2013 versus 2012 The $88 million decrease was largely attributable to the absence of a $122 million gain related to the 2012
sale of the company's interest in an equity method investment, the absence of a $117 million gain related to the 2012 sale of a
business within the Agriculture segment, partially offset by $87 million lower net pre-tax exchange losses, $27 million increase
in interest income, and a $26 million re-measurement gain on an equity investment.
2012 versus 2011 The $244 million decrease was largely attributable to a $228 million reduction of Cozaar®/Hyzaar® income,
a decrease of $92 million in equity in earnings of affiliates, and an increase of $69 million in net pre-tax exchange losses, partially
offset by a $122 million gain related to the sale of the company's interest in an equity method investment.
Additional information related to the company's other income, net is included in Note 5 to the Consolidated Financial Statements.
(Dollars in millions)
COST OF GOODS SOLD
As a percent of net sales
2013
2012
2011
$
22,548
$
21,538
$
21,264
63%
62%
63%
2013 versus 2012 Cost of goods sold (COGS) increased 5 percent to $22.5 billion, with 4 percent driven by higher sales volume
and 1 percent driven by higher product costs. COGS as a percentage of net sales was 63 percent, a 1 percent increase from 2012.
The increase in COGS as a percentage of net sales principally reflects the impact of increased costs for raw materials and agriculture
inputs versus lower selling prices, coupled with adverse currency impact.
2012 versus 2011 COGS increased 1 percent to $21.5 billion. COGS as a percentage of net sales was 62 percent, a 1 percent
decrease from 2011, principally reflecting selling price increases in excess of raw material cost increases.
(Dollars in millions)
OTHER OPERATING CHARGES
As a percent of net sales
2013
2012
2011
$
3,838
$
4,077
$
3,510
11%
12%
10%
18
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
2013 versus 2012 Other operating charges decreased 6 percent to $3.8 billion, principally due to lower Imprelis® herbicide
claims, net of insurance recoveries, and other litigation charges. See Note 16 for additional information related to the Imprelis®
matter.
2012 versus 2011 Other operating charges increased 16 percent to $4.1 billion. This reflects increased charges of $537 million
related to Imprelis® and other litigation matters, partly offset by the absence of prior year charges related to the acquisition of
Danisco . See Note 16 for additional information related to the Imprelis® matter.
(Dollars in millions)
2013
2012
2011
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
$
3,554
$
3,527
$
3,310
As a percent of net sales
10%
10%
10%
2013 versus 2012 The 2013 increase of $27 million was largely attributable to increased global commissions and selling and
marketing investments, primarily in the Agriculture segment, partially offset by cost savings in administrative functions as a result
of the 2012 restructuring program.
2012 versus 2011 The 2012 increase of $217 million was due to increased global commissions and selling and marketing
investments, primarily in the Agriculture segment, and a full year of selling expense of acquired companies.
(Dollars in millions)
2013
2012
2011
RESEARCH AND DEVELOPMENT EXPENSE
$
2,153
$
2,123
$
1,960
As a percent of net sales
6%
6%
6%
2013 versus 2012 The $30 million increase was primarily attributable to continued growth investments in the Agriculture segment
and increases in pre-commercial investment.
2012 versus 2011 The $163 million increase was primarily attributable to a full year of research and development expense from
acquired companies and continued growth investments in the Agriculture segment offset by the absence of a $50 million charge
for a payment related to a Pioneer licensing agreement in 2011.
(Dollars in millions)
INTEREST EXPENSE
2013
2012
2011
$
448 $
464 $
447
The $16 million decrease in 2013 was due to lower average borrowings. The $17 million increase in 2012 was due primarily to
higher average borrowings and lower capitalized interest partially offset by a lower average borrowing rate.
(Dollars in millions)
2013
2012
2011
EMPLOYEE SEPARATION/ASSET RELATED CHARGES, NET
$
114 $
493 $
53
The $114 million in charges recorded during 2013 in employee separation / asset related charges, net consisted of a a net $15
million restructuring benefit and a $129 million asset impairment charge discussed below. The net $15 million restructuring benefit
consisted of a $24 million benefit associated with prior year restructuring programs offset by a $9 million charge resulting from
restructuring actions related to a joint venture within the Performance Materials segment. The majority of the $24 million benefit
was due to the achievement of work force reductions through non-severance programs associated with the 2012 restructuring
program.
19
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
The $493 million in charges recorded during 2012 in employee separation / asset related charges, net consisted of $234 million
in charges related to the 2012 restructuring program, a $16 million net reduction in the estimated costs associated with 2011 and
prior years restructuring programs, and $275 million in asset impairment charges, as discussed below.
2012 Restructuring Program
In 2012, the company commenced a restructuring plan to increase productivity, enhance competitiveness and accelerate growth.
The plan is designed to eliminate corporate costs previously allocated to the Performance Coatings business as well as utilize
additional cost-cutting actions to improve competitiveness. As a result, pre-tax charges of $234 million were recorded in employee
separation / asset related charges, net. The 2012 restructuring program charges consist of $157 million of employee separation
costs, $8 million of other non-personnel charges, and $69 million of asset related charges, which includes $30 million of asset
impairments and $39 million of asset shut downs.
The actions related to this plan achieved pre-tax cost savings of more than $300 million in 2013, and is expected to increase to
approximately $450 million per year in subsequent years.
2011 Restructuring Program
In 2011, the company initiated a series of actions to achieve the expected cost synergies associated with the Danisco acquisition.
As a result, the company recorded a $53 million charge in employee separation/asset related charges, net, primarily for employee
separation costs in the U.S. and Europe.
In the fourth quarter 2012, the company recorded a net reduction of $15 million in the estimated costs associated with the 2011
restructuring program. This net reduction was primarily due to workforce reductions through non-severance programs and lower
than estimated individual severance costs.
Asset Impairments
During 2013, the company recorded an asset impairment charge of $129 million to write-down the carrying value of an asset
group, within the Electronics & Communications segment, to fair value.
During 2012, the company recorded asset impairment charges of $275 million to write-down the carrying value of certain asset
groups to fair value. These asset impairment charges resulted in a $150 million charge within the Electronics & Communications
segment, a $92 million charge within the Performance Materials segment and a $33 million charge within the Performance
Chemicals segment.
Additional details related to the restructuring programs and asset impairments discussed above can be found in Note 3 to the
Consolidated Financial Statements.
Below is a summary of the net impact related to items recorded in employee separation / asset related charges, net:
(Dollars in millions)
Agriculture
Electronics & Communications
Industrial Biosciences
Nutrition & Health
Performance Chemicals
Performance Materials
Safety & Protection
Other
Corporate expenses
Total (Charges) Credits
2013 (Charges)
and Credits
2012 (Charges)
and Credits
2011 (Charges)
and Credits
$
1 $
(131)
1
6
(2)
(6)
4
5
8
(11) $
(159)
(3)
(49)
(36)
(104)
(58)
11
(84)
$
(114) $
(493) $
—
—
(9)
(14)
—
(2)
—
(28)
—
(53)
20
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
(Dollars in millions)
PROVISION FOR INCOME TAXES ON CONTINUING OPERATIONS $
Effective income tax rate
2013
2012
2011
626
$
17.9%
616
$
19.9%
647
16.7%
In 2013, the company recorded a tax provision on continuing operations of $626 million, reflecting a marginal increase from 2012.
The decrease in the 2013 effective tax rate compared to 2012 was primarily due to geographic mix of earnings, in addition to
benefits associated with certain U.S. business tax provisions in 2013.
In 2012, the company recorded a tax provision on continuing operations of $616 million, reflecting a marginal decrease from
2011. The increase in the 2012 effective tax rate compared to 2011 was primarily due to geographic mix of earnings, in addition
to benefits associated with certain U.S. business tax provisions in 2011.
See Note 6 to the Consolidated Financial Statements for additional details related to the provision for income taxes on continuing
operations, as well as items that significantly impact the company's effective income tax rate.
(Dollars in millions)
INCOME FROM CONTINUING OPERATIONS AFTER INCOME
TAXES
2013
2012
2011
$
2,863 $
2,472 $
3,232
Income from continuing operations after income taxes for 2013 was $2.9 billion compared to $2.5 billion in 2012 and $3.2 billion
in 2011. The changes between periods were due to the reasons noted above.
Corporate Outlook
The company expects 2014 sales and earnings will reflect continuing improvement in global industrial production, lower
agricultural input costs, and a slightly stronger average exchange value for the U.S. dollar. In addition, the company’s market
position and results will continue to benefit from market driven innovation and productivity.
Segment Reviews
Segment sales include transfers to another business segment. Products are transferred between segments on a basis intended to
reflect, as nearly as practicable, the market value of the products. Effective January 1, 2013, to better indicate operating performance,
the company eliminated the allocation of non-operating pension and other postretirement employee benefit costs from segment
pre-tax operating income (loss) (PTOI). Segment PTOI is defined as income (loss) from continuing operations before income
taxes excluding non-operating pension and other postretirement employee benefit costs, exchange gains (losses), corporate
expenses and interest. Certain reclassifications of prior year data have been made to conform to current year classifications. All
references to prices are on a U.S. dollar (USD) basis, including the impact of currency.
A reconciliation of segment sales to consolidated net sales and segment PTOI to income from continuing operations before income
taxes for 2013, 2012 and 2011 is included in Note 22 to the Consolidated Financial Statements. Segment PTOI and PTOI margins
include certain items which management believes are significant to understanding the segment results discussed below. See Note
22 to the Consolidated Financial Statements for details related to these items.
21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Part II
AGRICULTURE
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
11,739
2,132
$
$
10,426
1,669
$
$
9,166
1,566
18%
16%
17%
2013
2012
5%
7%
1%
13%
6%
8%
—%
14%
2013 versus 2012 Sales growth was principally driven by higher global seed prices and volumes, increased global insecticide
and fungicide volumes, and the benefit of increased ownership in Pannar Seed (Pty) Ltd, slightly offset by negative currency.
Growth in seeds reflects strong corn sales in North America and Brazil. Increased insecticide volumes were driven by demand for
Rynaxypyr®, particularly in Latin America to combat heavy insect pressure, while fungicide volume increases were led by demand
for picoxytstrobin in North America and Latin America.
2013 PTOI and PTOI margin increased on sales growth, lower charges incurred related to Imprelis® herbicide claims, and earlier
seed shipments, partially offset by higher seed input costs of about $350 million, $108 million of negative currency impact, and
the absence of a $117 million gain on the sale of a business recorded in 2012. As a result of the earlier timing of seed shipments,
representing earlier seed shipments for the Brazil safrinha corn season enabled by recent investments and earlier direct seed
shipments to North American farmers, approximately $100 million of PTOI was realized in 2013 versus 2014.
2013 PTOI included net charges of $352 million ($425 million in charges offset by $73 million of insurance recoveries) related
to Imprelis® herbicide claims compared charges of $575 million in 2012. See Note 16 to the Consolidated Financial Statements
for more information related to the Imprelis® matter.
2012 versus 2011 Pioneer seed sales reflect growth primarily in corn and soybean seeds. Volume increases in all regions reflect
increased planted area. Global pricing gains reflect continued penetration of new genetics and trait packages, including the
Optimum® AcreMax® Family of integrated and reduced refuge corn hybrids and Optimum® AQUAmaxTM products for improved
drought tolerance. Crop Protection sales grew in all regions reflecting volume and price gains from herbicides, insect control
products and fungicides, particularly continued strong demand for Rynaxypyr®.
2012 PTOI increased as strong sales and a $117 million gain on the sale of a business more than offset $575 million of charges
related to Imprelis®, higher input costs in seeds of about $275 million, $156 million of negative currency, and higher investments
in commercial and R&D activities to support growth. 2012 PTOI margin decreased due to increased charges related to Imprelis®.
See Note 16 to the Consolidated Financial Statements for more information related to the Imprelis® matter.
Outlook Sales are expected to be up modestly driven by continued demand and pricing gains. Growth in seeds is anticipated to
be driven by pricing gains, largely in North America, and higher global volumes, offset slightly by the earlier timing of seed
shipments discussed above. In Crop Protection, the company anticipates demand for Rynaxypyr® to continue, along with launches
of Cyazypyr® insecticide and the continued expansion and growth of the fungicide portfolio. Along with sales growth, PTOI and
margins are expected to improve benefiting from lower seed input costs compared to 2013 while continuing to make targeted
investments for growth.
22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Part II
OPERATIONS, continued
ELECTRONICS & COMMUNICATIONS
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
2,549
203
$
$
8%
2,701
222
$
$
8%
3,173
438
14%
2013
2012
(8)%
2 %
— %
(6)%
(4)%
(11)%
— %
(15)%
2013 versus 2012 Sales declined as share gains and improving photovoltaics demand, offset in part by lower usage of materials
per photovoltaic module, were more than offset by lower price. The decline in price largely reflects pass-through of lower metals
prices.
2013 PTOI declined as the absence of a $122 million gain related to the sale of an equity method investment recorded in 2012
more than offset volume gains, improved plant utilization, and $20 million of income from an OLED technology licensing agreement
realized during 2013. In addition, 2013 PTOI includes a $129 million asset impairment charge compared to a $150 million asset
impairment charge recorded in 2012 (see Note 3 to the Consolidated Financial Statements for additional information).
2012 versus 2011 Sales declined on lower volume in PV materials, partially offset by increased demand for smart phones and
tablets. Lower price primarily reflects pass-through of lower metals prices.
2012 PTOI decreased on lower volume and a $150 million asset impairment charge, partially offset by a $122 million gain related
to the sale of an equity method investment. PTOI margin decreased primarily reflecting lower volume.
Outlook Sales are expected to be up slightly in 2014 on volume gains largely offset by lower selling prices resulting from lower
metals prices. Global installations of photovoltaic modules are expected to increase with mid-teen growth rates compared to 2013,
driven by demand for solar energy in China, U.S., and developing markets. Sales into consumer electronics markets will continue
to be driven by demand for smartphones and tablets. Earnings are expected to increase moderately as continued volume growth
will be offset in part by the impact of lower metals prices.
23
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Part II
OPERATIONS, continued
INDUSTRIAL BIOSCIENCES
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
1,224
170
$
$
14%
1,180
159
$
$
13%
705
2
—%
2013
2012
2%
2%
—%
4%
(4)%
8 %
63 %
67 %
2013 versus 2012 The sales increase represents higher prices and demand for Sorona® polymer for carpeting and increased
demand for enzymes for food, partially offset by lower enzyme demand for U.S. ethanol production.
2013 PTOI and PTOI margin increased slightly reflecting pricing gains and increased demand for Sorona® polymer for carpeting.
2012 versus 2011 Sales were up primarily due to the Danisco enzyme business acquisition. Volume growth reflected strong sales
of Sorona® polymer for carpeting, while lower price related to unfavorable currency impact.
2012 PTOI and PTOI margin increased reflecting benefits of the acquisition and the absence of a $70 million charge recorded in
2011 for the fair value step-up of inventories acquired.
Outlook Sales are expected to increase moderately in 2014, driven by the introduction of new products. Earnings are expected
to increase substantially on volume growth, as well as pricing gains.
NUTRITION & HEALTH
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
$
$
3,473
305
$
$
9%
3,422
270
$
$
8%
2011
2,460
76
3%
2013
2012
3 %
— %
(2)%
1 %
1%
3%
35%
39%
2013 versus 2012 Sales were up reflecting global pricing gains and increased demand in specialty proteins, probiotics, and
cultures, partially offset by the impact of manufacturing site closures in fourth quarter 2012, lower volume in enablers, and negative
currency impact.
2013 PTOI and PTOI margin increased as favorable mix, productivity improvements, and the absence of $49 million in restructuring
charges recorded in 2012 more than offset higher cost guar inventory.
24
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
2012 versus 2011 Sales were up primarily due to the Danisco specialty food ingredients business acquisition. Higher volume
reflected strong demand for enablers, probiotics and cultures, particularly in North America. Higher local prices more than offset
unfavorable currency impact.
2012 PTOI and PTOI margin increased reflecting benefits of the acquisition and the absence of a $112 million charge recorded in
2011 for transaction related costs and the fair value step-up of inventories acquired, partially offset by increased restructuring
charges in 2012 as described above.
Outlook For 2014, sales are expected to increase modestly on volume growth across all product lines. Volume gains, mix
enrichment, and productivity improvement, partially offset by growth investments are expected to contribute to earnings
improvement.
PERFORMANCE CHEMICALS
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
6,703
924
$
$
14%
7,188
1,778
$
$
25%
7,794
2,114
27%
2013
2012
(12)%
5 %
— %
(7)%
4 %
(12)%
— %
(8)%
2013 versus 2012 The change in sales due to price was driven principally by price declines for titanium dioxide in all regions,
coupled with lower prices for fluoropolymers and refrigerants. Volume growth reflects increased demand for titanium dioxide,
which was up 14 percent from 2012.
2013 PTOI and PTOI margin decreased principally on lower selling prices. Volume gains were offset by higher raw material
inventory costs, mainly ore costs. 2013 PTOI includes a $72 million charge related to titanium dioxide antitrust litigation (see
Note 16 to the Consolidated Financial Statements for additional information) while 2012 PTOI included a $33 million asset
impairment charge (see Note 3 to the Consolidated Financial Statements for additional information).
2012 versus 2011 Lower sales volume primarily reflects softness in titanium dioxide in all regions and weak demand in
fluoropolymers. Higher local price primarily reflects favorable pricing for titanium dioxide in the first half 2012, which more
than offset unfavorable currency impact.
2012 PTOI and PTOI margin decreased as higher local prices were more than offset by lower volume, lower plant utilization and
a $33 million asset impairment charge noted above.
Outlook Sales are expected to be essentially flat with modest improvement in titanium dioxide and fluoropolymer demand offset
by the impact of portfolio changes within industrial chemicals. Earnings are expected to improve slightly on higher volume and
productivity improvements, partially offset by higher raw material inventory costs, principally ore costs.
25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Part II
OPERATIONS, continued
PERFORMANCE MATERIALS
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
6,468
1,281
$
$
20%
6,447
1,121
$
$
17%
6,815
1,079
16%
2013
2012
(3)%
4 %
(1)%
— %
(2)%
— %
(3)%
(5)%
2013 versus 2012 Sales were essentially flat as increased demand in packaging and automotive markets was offset by lower
selling prices.
2013 PTOI and PTOI margin increased as lower feedstock costs, higher volumes, and the absence of a $92 million asset impairment
charge recorded in 2012 (see Note 3 to the Consolidated Financial Statements for additional information) more than offset lower
selling prices and negative currency impact.
2012 versus 2011 Lower sales reflected a 3 percent reduction from a portfolio change and lower prices due to unfavorable
currency impact. Stable packaging markets and demand improvement in automotive were offset by continued softness in the
industrial and electronics markets.
2012 PTOI and PTOI margin increased as lower feedstock costs more than offset a $92 million asset impairment charge noted
above, unfavorable currency impact and the absence of a $49 million benefit from the gain on the sale of a business recorded in
2011.
Outlook Sales and earnings are expected to be essentially flat as modest volume growth is offset by the impact of portfolio
changes, principally the expected GLS / Vinyls divestiture (see Note 2 to the Consolidated Financial Statements for additional
information), and lower capacity due to a major scheduled maintenance outage at the Orange, Texas ethylene plant.
26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Part II
OPERATIONS, continued
SAFETY & PROTECTION
(Dollars in millions)
Segment sales
PTOI
PTOI margin
Change in segment sales from prior period due to:
Price
Volume
Portfolio / Other
Total change
2013
2012
2011
$
$
3,884
694
$
$
18%
3,825
562
$
$
15%
3,934
661
17%
2013
2012
(1)%
3 %
— %
2 %
— %
(3)%
— %
(3)%
2013 versus 2012 The sales increase was driven by higher volume reflecting improved demand in industrial markets, protective
garments, and construction products which offset softness in global public sector spending.
2013 PTOI and PTOI margin increased on higher volume, primarily in industrial markets, productivity improvements, and the
absence of $58 million of restructuring charges recorded in 2012, partially offset by weaker sales mix.
2012 versus 2011 Lower U.S. public sector demand and softness in certain industrial markets, including stalled infrastructure
projects in China, was partially offset by higher demand for Sustainable Solutions offerings. Higher local prices were offset by
the impact of unfavorable currency.
2012 PTOI and PTOI margin decreased primarily due to $58 million of restructuring charges noted above, unfavorable currency
and lower volume.
Outlook Sales are expected to be up modestly reflecting continued improvement in industrial markets across all businesses.
Favorable construction and housing demand will temper anticipated public sector weakness. Earnings are expected to be up
moderately, reflecting improving demand, favorable sales mix, and continued productivity gains.
PHARMACEUTICALS
(Dollars in millions)
Segment sales
PTOI
2013
2012
2011
$
$
— $
32 $
— $
62 $
—
289
Decreases in PTOI reflect the expiration of certain patents related to Cozaar®/Hyzaar®.
Outlook Earnings contributions to the company from the collaboration with Merck are expected to be insignificant in 2014 and
will be reported within the Other segment.
27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Part II
OPERATIONS, continued
Liquidity & Capital Resources
(Dollars in millions)
Cash, cash equivalents and marketable securities
Total debt
December 31,
2013
2012
$
9,086 $
12,462
4,407
11,740
Pursuant to its cash discipline policy, the company seeks first to maintain a strong balance sheet and second, to return excess cash
to shareholders unless the opportunity to invest for growth is compelling. The company believes its ability to generate cash from
operations and access to capital markets will be adequate to meet anticipated cash requirements to fund working capital, capital
spending, dividend payments, share repurchases, debt maturities and other cash needs. The company's liquidity needs can be met
through a variety of sources, including: cash provided by operating activities, cash and cash equivalents, marketable securities,
commercial paper, syndicated credit lines, bilateral credit lines, equity and long-term debt markets and asset sales. The company's
current strong financial position, liquidity and credit ratings provide excellent access to the capital markets. The company has
access to approximately $4.4 billion in unused credit lines with several major financial institutions as additional support to meet
short-term liquidity needs and general corporate purposes, including letters of credit.
The company's cash, cash equivalents and marketable securities at December 31, 2013 and 2012 are $9,086 million and $4,407
million, respectively. Cash and cash equivalents at December 31, 2013 include the proceeds received from the sale of the
Performance Coatings business. Cash, cash equivalents and marketable securities held outside of the U.S. of $3,889 million and
$4,118 million at December 31, 2013 and 2012, respectively, are generally utilized to fund local operating activities and capital
expenditure requirements and are expected to support non-U.S. liquidity needs for the next twelve months and the foreseeable
future thereafter. The company expects domestic liquidity needs, for at least the next twelve months and the foreseeable future
thereafter, will be met through existing cash, cash equivalents and marketable securities held in the U.S. and other funding sources,
including cash generated from U.S. operations, asset sales, the ability to access the capital markets, and the company's credit lines.
Therefore, the company believes that it has sufficient sources of domestic liquidity to support its assumption that undistributed
earnings at December 31, 2013 can be considered reinvested indefinitely.
The company continually reviews its debt portfolio and occasionally may rebalance it to ensure adequate liquidity and an optimum
debt maturity schedule. In 2013, the company issued $1,250 million of 2.80% Notes due February 15, 2023 and $750 million of
4.15% Notes due February 15, 2043.
The company's credit ratings impact its access to the debt capital markets and cost of capital. The company remains committed
to a strong financial position and strong investment-grade rating. The company's long-term and short-term credit ratings are as
follows:
Standard & Poor's
Moody’s Investors Service
Fitch Ratings
(Dollars in millions)
Long-term
Short-term
A
A2
A
2013
A-1
P-1
F1
2012
Outlook
Stable
Stable
Stable
2011
Cash provided by operating activities
$
3,179 $
4,849 $
5,152
Cash provided by operating activities decreased $1.7 billion in 2013 compared to 2012 due to lower cash from earnings and higher
working capital in the Agriculture segment. Lower earnings were driven by the absence of 11 months of results from the Performance
Coatings business as well as a decline in the Performance Chemicals segment. Higher working capital in the Agriculture segment
was a result of higher trade receivables due to an increase in sales in the fourth quarter 2013 as well as an increase in customer
credit sales in Latin America. In addition the Agriculture segment's working capital was negatively impacted in 2013 as a result
of timing differences in when customer prepayments for the 2012 and 2013 growing seasons were collected.
28
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Cash provided by operating activities decreased $303 million in 2012 compared to 2011 due mainly to lower cash from earnings
and a $500 million contribution to its principal US pension plan, partially offset by changes in operating assets and liabilities,
primarily related to working capital within the Agriculture segment.
Other operating charges and credits primarily consists of expenses related to pension plans as well as reclassifications of items
whose cash effects are included in investing or financing activities.
The change in other operating charges and credits, net for 2013 totaled $0.9 billion, a decrease of $0.3 billion from 2012. The
decrease is primarily due to lower pension plan charges.
The change in other operating charges and credits, net for 2012 totaled $1.2 billion, an increase of $0.2 billion from 2011. The
increase is primarily due to increased pension plan charges.
(Dollars in millions)
2013
2012
2011
Cash provided by (used for) investing activities
$
2,945 $
(1,346) $
(6,238)
Cash provided by investing activities in 2013 increased $4.3 billion compared to 2012. The change was primarily due to the
proceeds received from the sale of the Performance Coatings business. See Note 2 to the Consolidated Financial Statements for
additional information.
Cash used for investing activities decreased $4.9 billion in 2012 compared to 2011. The decrease was due mainly to the absence
in 2012 of the company's Danisco acquisition in 2011.
Purchases of property, plant and equipment totaled $1.9 billion in 2013 and $1.8 billion in 2012 and 2011. The company expects
2014 purchases of property, plant and equipment to be about the same as 2013.
(Dollars in millions)
2013
2012
2011
Cash (used for) provided by financing activities
$
(1,474) $
(2,697) $
403
The $1.2 billion decrease in cash used for financing activities in 2013 was due primarily to higher borrowings and lower payments
for noncontrolling interests, partially offset by higher repurchases of common stock.
The $3.1 billion increase in cash used for financing activities in 2012 was due mainly to a decrease in borrowings in 2012 versus
an increase in 2011, less cash received from options exercised and the company's increased investment in Solae, LLC in 2012,
partially offset by reduced purchases of common stock in 2012 versus 2011.
Dividends paid to common and preferred shareholders were $1.7 billion, $1.6 billion, and $1.5 billion in 2013, 2012, and 2011,
respectively. Dividends per share of common stock were $1.78, $1.70, and $1.64 in 2013, 2012, and 2011, respectively. With the
first quarter 2014 dividend, the company has paid quarterly consecutive dividends since the company’s first dividend in the fourth
quarter 1904.
In January 2014, the company’s Board of Directors authorized a $5 billion share buyback plan, with $2 billion expected to occur
in 2014. This plan will replace the company’s 2011 plan. There is no required completion date for purchases under the 2014 plan.
In December 2012, the company's Board of Directors authorized a $1 billion share buyback plan. In February 2013, the company
entered into an accelerated share repurchase (ASR) agreement with a financial institution under which the company used $1 billion
of the proceeds from the sale of Performance Coatings for the purchase of shares of common stock. The 2012 $1 billion share
buyback plan was completed in the second quarter 2013 through the ASR agreement, under which the company purchased and
retired 20.4 million shares.
During 2012, the company purchased and retired 7.8 million shares at a total cost of $400 million. These purchases completed
the 2001 $2 billion share buyback plan and began purchases under a $2 billion share buyback plan authorized by the company's
Board of Directors in April 2011. Under the completed 2001 plan, the company purchased a total of 42.0 million shares. Under
the 2011 plan, the company has purchased 5.5 million shares at a total cost of $284 million as of December 31, 2013.
29
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
See Note 17 Consolidated Financial Statements for additional information relating to the above share buyback plans.
During 2011, the company purchased and retired 13.8 million shares at a total cost of $672 million, under the 2001 plan.
(Dollars in millions)
Cash provided by operating activities
Purchases of property, plant and equipment
Free cash flow
2013
2012
2011
$
$
3,179 $
(1,882)
1,297 $
4,849 $
(1,793)
3,056 $
5,152
(1,843)
3,309
Free cash flow is a measurement not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP
measures of performance. All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, the
company's free cash flow definition may not be consistent with the methodologies used by other companies. The company defines
free cash flow as cash provided by operating activities less purchases of property, plant and equipment, and therefore indicates
operating cash flow available for payment of dividends, other investing activities and other financing activities. Free cash flow is
useful to investors and management to evaluate the company's cash flow and financial performance, and is an integral financial
measure used in the company's financial planning process.
For further information relating to the change in cash provided by operating activities, see discussion above under cash provided
by operating activities.
Critical Accounting Estimates
The company's significant accounting policies are more fully described in Note 1 to the Consolidated Financial Statements.
Management believes that the application of these policies on a consistent basis enables the company to provide the users of the
financial statements with useful and reliable information about the company's operating results and financial condition.
The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts, including, but not limited to, receivable and inventory valuations, impairment of
tangible and intangible assets, long-term employee benefit obligations, income taxes, restructuring liabilities, environmental
matters and litigation. Management's estimates are based on historical experience, facts and circumstances available at the time
and various other assumptions that are believed to be reasonable. The company reviews these matters and reflects changes in
estimates as appropriate. Management believes that the following represents some of the more critical judgment areas in the
application of the company's accounting policies which could have a material effect on the company's financial position, liquidity
or results of operations.
Long-term Employee Benefits
Accounting for employee benefit plans involves numerous assumptions and estimates. Discount rate and expected return on plan
assets are two critical assumptions in measuring the cost and benefit obligation of the company's pension and other long-term
employee benefit plans. Management reviews these two key assumptions annually as of December 31st. These and other
assumptions are updated periodically to reflect the actual experience and expectations on a plan specific basis as appropriate. As
permitted by GAAP, actual results that differ from the assumptions are accumulated on a plan by plan basis and to the extent that
such differences exceed 10 percent of the greater of the plan's benefit obligation or the applicable plan assets, the excess is amortized
over the average remaining service period of active employees.
About 77 percent of the company's benefit obligation for pensions and essentially all of the company's other long-term employee
benefit obligations are attributable to the benefit plans in the U.S. In the U.S. the discount rate is developed by matching the
expected cash flow of the benefit plans to a yield curve constructed from a portfolio of high quality fixed-income instruments
provided by the plan's actuary as of the measurement date. For non-U.S. benefit plans, the company utilizes prevailing long-term
high quality corporate bond indices to determine the discount rate, applicable to each country, at the measurement date.
Within the U.S., the company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant
asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are
selected in accordance with the laws and practices of those countries. Where appropriate, asset-liability studies are also taken into
consideration. The long-term expected return on plan assets in the U.S. is based upon historical real returns (net of inflation) for
the asset classes covered by the investment policy, expected performance, and projections of inflation over the long-term period
30
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
during which benefits are payable to plan participants. Consistent with prior years, the long-term expected return on plan assets
in the U.S. reflects the asset allocation of the plan and the effect of the company's active management of the plans' assets.
In determining annual expense for the principal U.S. pension plan, the company uses a market-related value of assets rather than
its fair value. The market-related value of assets is calculated by averaging market returns over 36 months. Accordingly, there
may be a lag in recognition of changes in market valuation. As a result, changes in the fair value of assets are not immediately
reflected in the company's calculation of net periodic pension cost. The following table shows the market-related value and fair
value of plan assets for the principal U.S. pension plan:
(Dollars in billions)
Market-related value of assets
Fair value of plan assets
2013
2012
2011
$
15.5 $
16.1
14.8 $
15.1
13.9
13.9
For plans other than the principal U.S. pension plan, pension expense is typically determined using the fair value of assets.
The following table highlights the potential impact on the company's pre-tax earnings due to changes in certain key assumptions
with respect to the company's pension and other long-term employee benefit plans, based on assets and liabilities at December 31,
2013:
Pre-tax Earnings Benefit (Charge)
(Dollars in millions)
Discount rate
Expected rate of return on plan assets
1/2 Percentage
Point
Increase
1/2 Percentage
Point
Decrease
$
89 $
97
94
(97)
Additional information with respect to pension and other long-term employee benefits expenses, liabilities and assumptions is
discussed under "Long-term Employee Benefits" beginning on page 34 and in Note 18 to the Consolidated Financial Statements.
Environmental Matters
DuPont accrues for remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the
liability can be made. The company has recorded a liability of $458 million as of December 31, 2013; these accrued liabilities
exclude claims against third parties and are not discounted. As remediation activities vary substantially in duration and cost from
site to site, it is difficult to develop precise estimates of future site remediation costs. The company's estimates are based on a
number of factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome
of discussions with regulatory agencies and other Potentially Responsible Parties (PRPs) at multi-party sites and the number of
and financial viability of other PRPs. Therefore, considerable uncertainty exists with respect to environmental remediation costs
and, under adverse changes in circumstances, the potential liability may range up to three times the amount accrued.
Legal Contingencies
The company's results of operations could be affected by significant litigation adverse to the company, including product liability
claims, patent infringement and antitrust claims, and claims for third party property damage or personal injury stemming from
alleged environmental torts. The company records accruals for legal matters when the information available indicates that it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Management makes adjustments
to these accruals to reflect the impact and status of negotiations, settlements, rulings, advice of counsel and other information and
events that may pertain to a particular matter. Predicting the outcome of claims and lawsuits and estimating related costs and
exposure involves substantial uncertainties that could cause actual costs to vary materially from estimates. In making determinations
of likely outcomes of litigation matters, management considers many factors. These factors include, but are not limited to, the
nature of specific claims including unasserted claims, the company's experience with similar types of claims, the jurisdiction in
which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute
resolution mechanisms and the matter's current status. Considerable judgment is required in determining whether to establish a
litigation accrual when an adverse judgment is rendered against the company in a court proceeding. In such situations, the company
will not recognize a loss if, based upon a thorough review of all relevant facts and information, management believes that it is
probable that the pending judgment will be successfully overturned on appeal. A detailed discussion of significant litigation
matters is contained in Note 16 to the Consolidated Financial Statements.
31
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Income Taxes
The breadth of the company's operations and the global complexity of tax regulations require assessments of uncertainties and
judgments in estimating taxes the company will ultimately pay. The final taxes paid are dependent upon many factors, including
negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from
federal, state and international tax audits in the normal course of business. The resolution of these uncertainties may result in
adjustments to the company's tax assets and tax liabilities. It is reasonably possible that changes to the company's global
unrecognized tax benefits could be significant, however, due to the uncertainty regarding the timing of completion of audits and
possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot
be made.
Deferred income taxes result from differences between the financial and tax basis of the company's assets and liabilities and are
adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred
tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in evaluating the
need for and magnitude of appropriate valuation allowances against deferred tax assets. The realization of these assets is dependent
on generating future taxable income, as well as successful implementation of various tax planning strategies. For example, changes
in facts and circumstances that alter the probability that the company will realize deferred tax assets could result in recording a
valuation allowance, thereby reducing the deferred tax asset and generating a deferred tax expense in the relevant period. In some
situations these changes could be material.
At December 31, 2013, the company had a deferred tax asset balance of $6.4 billion, net of valuation allowance of $1.8 billion.
Realization of these assets is expected to occur over an extended period of time. As a result, changes in tax laws, assumptions with
respect to future taxable income, and tax planning strategies could result in adjustments to these assets. See Note 6 to the
Consolidated Financial Statements for additional details related to the deferred tax asset balance.
Valuation of Assets
The assets and liabilities of acquired businesses are measured at their estimated fair values at the dates of acquisition. The excess
of the purchase price over the estimated fair value of the net assets acquired, including identified intangibles, is recorded as
goodwill. The determination and allocation of fair value to the assets acquired and liabilities assumed is based on various
assumptions and valuation methodologies requiring considerable management judgment, including estimates based on historical
information, current market data and future expectations. The principal assumptions utilized in the company's valuation
methodologies include revenue growth rates, operating margin estimates, royalty rates, and discount rates. Although the estimates
were deemed reasonable by management based on information available at the dates of acquisition, those estimates are inherently
uncertain.
Assessment of the potential impairment of property, plant and equipment, goodwill, other intangible assets and investments in
affiliates is an integral part of the company's normal ongoing review of operations. Testing for potential impairment of these assets
is significantly dependent on numerous assumptions and reflects management's best estimates at a particular point in time. The
dynamic economic environments in which the company's diversified businesses operate, and key economic and business
assumptions with respect to projected selling prices, market growth and inflation rates, can significantly affect the outcome of
impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in factors and
assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments,
as well as the time in which such impairments are recognized. In addition, the company continually reviews its diverse portfolio
of assets to ensure they are achieving their greatest potential and are aligned with the company's growth strategy. Strategic decisions
involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment
could result in impairment losses. During 2013, the company recorded an asset impairment charge of $129 million to write-down
the carrying value of an asset group to fair value. See Note 3 to the Consolidated Financial Statements for additional details related
to this charge.
Based on the results of the company's annual goodwill impairment test in 2013, no impairments exist at this time. The company's
methodology for estimating the fair value of its reporting units is using the income approach based on the present value of future
cash flows. The income approach has been generally supported by additional market transaction analyses. There can be no
assurance that the company's estimates and assumptions regarding forecasted cash flow and revenue and operating income growth
rates made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future. The company
believes the current assumptions and estimates utilized are both reasonable and appropriate.
32
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Off-Balance Sheet Arrangements
Certain Guarantee Contracts
Information with respect to the company's guarantees is included in Note 16 to the Consolidated Financial Statements. Historically,
the company has not had to make significant payments to satisfy guarantee obligations; however, the company believes it has the
financial resources to satisfy these guarantees.
Contractual Obligations
Information related to the company's significant contractual obligations is summarized in the following table:
(Dollars in millions)
Long-term debt obligations1
Expected cumulative cash requirements for
interest payments through maturity
Capital leases1
Operating leases
Purchase obligations2
Information technology infrastructure &
services
Raw material obligations
Utility obligations
INVISTA-related obligations3
Human resource services
Other
Total purchase obligations
Other liabilities1,4
Workers' compensation
Asset retirement obligations
Environmental remediation
Legal settlements
License agreements5
Other6
Total other long-term liabilities
Total contractual obligations7
Payments Due In
Total at
December 31,
2013
2014
2015 –
2016
2017 –
2018
2019 and
beyond
$
12,392 $
1,674 $
3,026 $
1,361 $
6,331
4,047
26
1,524
174
740
295
1,533
62
220
3,024
96
63
458
89
2,159
193
3,058
429
3
288
108
512
69
117
31
153
990
14
2
84
76
326
65
567
776
6
501
62
140
98
282
30
58
670
43
10
168
5
541
29
796
648
3
388
4
65
39
328
1
7
444
18
4
67
4
572
17
682
$
24,071 $
3,951 $
5,775 $
3,526 $
2,194
14
347
—
23
89
806
—
2
920
21
47
139
4
720
82
1,013
10,819
1.
2.
3.
4.
5.
6.
7.
Included in the Consolidated Financial Statements.
Represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed,
minimum or variable price provisions; and the approximate timing of the agreement.
Primarily represents raw material supply obligations.
Pension and other long-term employee benefit obligations have been excluded from the table as they are discussed below within Long-term Employee
Benefits.
Primarily represents remaining minimum payments under Pioneer license agreements.
Primarily represents employee-related benefits other than pensions and other long-term employee benefits.
Due to uncertainty regarding the completion of tax audits and possible outcomes, the estimate of obligations related to unrecognized tax benefits cannot be
made. See Note 6 to the Consolidated Financial Statements for additional detail.
The company expects to meet its contractual obligations through its normal sources of liquidity and believes it has the financial
resources to satisfy these contractual obligations.
33
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Long-term Employee Benefits
The company has various obligations to its employees and retirees. The company maintains retirement-related programs in many
countries that have a long-term impact on the company's earnings and cash flows. These plans are typically defined benefit pension
plans, as well as medical, dental and life insurance benefits for pensioners and survivors and disability benefits for employees
(other long-term employee benefits). Approximately 77 percent of the company's worldwide benefit obligation for pensions and
essentially all of the company's worldwide other long-term employee benefit obligations are attributable to the U.S. benefit plans.
Pension coverage for employees of the company's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate,
through separate plans. The company regularly explores alternative solutions to meet its global pension obligations in the most
cost effective manner possible as demographics, life expectancy and country-specific pension funding rules change. Where
permitted by applicable law, the company reserves the right to change, modify or discontinue its plans that provide pension, medical,
dental, life insurance and disability benefits.
The majority of employees hired in the U.S. on or after January 1, 2007 are not eligible to participate in the pension and post-
retirement medical, dental and life insurance plans, but receive benefits in the defined contribution plans.
Benefits under defined benefit pension plans are based primarily on years of service and employees' pay near retirement. Pension
benefits are paid primarily from trust funds established to comply with applicable laws and regulations. Unless required by law,
the company does not make contributions that are in excess of tax deductible limits. The actuarial assumptions and procedures
utilized are reviewed periodically by the plans' actuaries to provide reasonable assurance that there will be adequate funds for the
payment of benefits. In January 2012, the company contributed $500 million to its principal U.S. pension plan and no contributions
were made in 2011 or 2013. No contributions are expected to be made to the principal U.S. pension plan in 2014. The company
expects to make contributions to its principal U.S. pension plan beyond 2014; however, the amount of any contributions is heavily
dependent on the future economic environment and investment returns on pension trust assets. U.S. pension benefits that exceed
federal limitations are covered by separate unfunded plans and these benefits are paid to pensioners and survivors from operating
cash flows.
Funding for each pension plan is governed by the rules of the sovereign country in which it operates. Thus, there is not necessarily
a direct correlation between pension funding and pension expense. In general, however, improvements in plans funded status tends
to moderate subsequent funding needs. The company contributed $313 million to its pension plans in 2013 and anticipates that it
will make approximately $344 million in contributions in 2014 to pension plans other than the principal U.S. pension plan.
The company's other long-term employee benefits are unfunded and the cost of the approved claims is paid from operating cash
flows. Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $207 million,
$261 million and $312 million for 2013, 2012 and 2011, respectively. This amount is expected to be about $224 million in 2014.
Changes in cash requirements reflect the net impact of higher per capita health care costs, demographic changes, plan amendments
and changes in participant premiums, co-pays and deductibles.
During the third quarter 2012, the company amended its U.S. parent company retiree medical and dental plans for Medicare-
eligible pensioners and survivors. Beginning in 2013, the company replaced the coverage for Medicare-eligible plan participants
in the company sponsored plans with a new company-funded Health Reimbursement Arrangement (HRA). Medicare-eligible plan
participants enrolled in individual health plans in the open market and the company will reimburse their health care expenses with
an HRA based on the provisions of the amended plans. As a result of this change, the company's other long-term employee benefit
expense was reduced by approximately $120 million and $46 million in 2013 and 2012, respectively. For 2014, the plan amendment
is expected to reduce other long-term employee benefit expense by approximately $104 million. Additional information related
to these changes in the plans noted above is included in Note 18 to the Consolidated Financial Statements.
34
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
The company's income can be significantly affected by pension and defined contribution benefits as well as other long-term
employee benefits. The following table summarizes the extent to which the company's income over each of the last 3 years was
affected by pre-tax charges related to long-term employee benefits:
(Dollars in millions)
Long-term employee benefit plan charges 1
2013
2012
2011
$
1,153 $
1,321 $
1,134
1.
The long-term employee benefit plan charges relating to discontinued operations was $5, $74 and $72 for 2013, 2012 and 2011, respectively.
The above charges for pension and other long-term employee benefits are determined as of the beginning of each year. The decrease
in long-term employee benefit expense in 2013 is primarily related to the retiree medical and dental plan amendment in 2012 and
the Performance Coatings sale, partially offset by lower discount rates. See "Long-term Employee Benefits" under the Critical
Accounting Estimates section beginning on page 30 of this report for additional information on determining annual expense for
the principal U.S. pension plan.
The company's key assumptions used in calculating its pension and other long-term employee benefits are the expected return on
plan assets, the rate of compensation increases and the discount rate (see Note 18 to the Consolidated Financial Statements). For
2014, long-term employee benefits expense from continuing operations is expected to decrease by about $440 million due to higher
discount rates at December 31, 2013 and better than expected pension asset returns during 2013.
Environmental Matters
The company operates global manufacturing, product handling and distribution facilities that are subject to a broad array of
environmental laws and regulations. Such rules are subject to change by the implementing governmental agency, and the company
monitors these changes closely. Company policy requires that all operations fully meet or exceed legal and regulatory requirements.
In addition, the company implements voluntary programs to reduce air emissions, minimize the generation of hazardous waste,
decrease the volume of water use and discharges, increase the efficiency of energy use and reduce the generation of persistent,
bioaccumulative and toxic materials. Management has noted a global upward trend in the amount and complexity of proposed
chemicals regulation. The costs to comply with complex environmental laws and regulations, as well as internal voluntary programs
and goals, are significant and will continue to be significant for the foreseeable future.
Pre-tax environmental expenses charged to current operations are summarized below:
(Dollars in millions)
Environmental operating costs
Increase in remediation accrual
2013
2012
2011
$
$
602 $
90
692 $
595 $
110
705 $
562
92
654
About 75 percent of total pre-tax environmental expenses charged to current operations in 2013 resulted from operations in the
U.S. The increases in total pre-tax environmental expenses charged to operations were due primarily to increased environmental
research activities and acquired businesses. Based on existing facts and circumstances, management does not believe that year
over year changes, if any, in environmental expenses charged to current operations will have a material impact on the company's
financial position, liquidity or results of operations.
Environmental Operating Costs
As a result of its operations, the company incurs costs for pollution abatement activities including waste collection and disposal,
installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring, and obtaining
permits. The company also incurs costs related to environmental related research and development activities including
environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of
products and raw materials.
35
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Remediation Accrual
Changes in the remediation accrual balance are summarized below:
(Dollars in millions)
Balance at December 31, 2011
Remediation payments
Increase in remediation accrual
Balance at December 31, 2012
Remediation payments
Increase in remediation accrual
Balance at December 31, 2013
$
$
$
416
(90)
110
436
(68)
90
458
Annual expenditures are expected to continue to increase in the near future; however, they are not expected to vary significantly
from the range of such expenditures experienced in the past few years. Longer term, expenditures are subject to considerable
uncertainty and may fluctuate significantly.
As of December 31, 2013, the company has been notified of potential liability under the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA or Superfund) or similar state laws at about 420 sites around the U.S., with active
remediation under way at approximately 165 of these sites. In addition, the company has resolved its liability at approximately
175 sites, either by completing remedial actions with other PRPs or by participating in "de minimis buyouts" with other PRPs
whose waste, like the company's, represented only a small fraction of the total waste present at a site. The company received notice
of potential liability at five new sites during 2013 compared with five and six similar notices in 2012 and 2011, respectively.
Considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances,
potential liability may range up to three times the amount accrued as of December 31, 2013. However, based on existing facts
and circumstances, management does not believe that any loss, in excess of amounts accrued, related to remediation activities at
any individual site will have a material impact on the financial position, liquidity or results of operations of the company.
Environmental Capital Expenditures
In 2013, the company spent approximately $70 million on environmental capital projects either required by law or necessary to
meet the company's internal environmental goals. The company currently estimates expenditures for environmental-related capital
projects to be approximately $115 million in 2014. In the U.S., additional capital expenditures are expected to be required over
the next decade for treatment, storage and disposal facilities for solid and hazardous waste and for compliance with the Clean Air
Act (CAA). Until all CAA regulatory requirements are established and known, considerable uncertainty will remain regarding
estimates for future capital expenditures. However, management does not believe that the costs to comply with these requirements
will have a material impact on the financial position or liquidity of the company.
Climate Change
The company believes that climate change is an important global issue that presents risks and opportunities. Expanding upon
significant global greenhouse gas (GHG) emissions and other environmental footprint reductions made in the period 1990-2004,
the company reduced its environmental footprint achieving in 2012 reductions of 25 percent in GHG emissions and 12 percent in
water consumption versus our 2004 baselines. In addition, in 2012 the company achieved a one percent reduction in energy intensity
from non-renewable resources versus a 2010 baseline. The company continuously evaluates opportunities for existing and new
product and service offerings in light of the anticipated demands of a low-carbon economy. About $2 billion of the company's
2012 revenue was generated from sales of products that help direct and downstream customers reduce GHG emissions.
The company is actively engaged in the effort to develop constructive public policies to reduce GHG emissions and encourage
lower carbon forms of energy. Such policies may bring higher operating costs as well as greater revenue and margin opportunities.
Legislative efforts to control or limit GHG emissions could affect the company's energy source and supply choices as well as
increase the cost of energy and raw materials derived from fossil fuels. Such efforts are also anticipated to provide the business
community with greater certainty for the regulatory future, help guide investment decisions, and drive growth in demand for low-
carbon and energy-efficient products, technologies, and services. Similarly, demand is expected to grow for products that facilitate
adaptation to a changing climate.
36
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
At the national and regional level, there are existing efforts to address GHG emissions. Several of the company's facilities in the
European Union (EU) are regulated under the EU Emissions Trading Scheme. China has begun pilot programs for trading of GHG
emissions in selected areas and South Korea will begin to implement its emission trading scheme in 2015. In the EU, U.S. and
Japan, policy efforts to reduce the GHG emissions associated with gases used in refrigeration and air conditioning create market
opportunities for lower GHG solutions. The current unsettled policy environment in the U.S. adds an element of uncertainty to
business decisions particularly those relating to long-term capital investments. If in the absence of federal legislation, states were
to implement programs mandating GHG emissions reductions, the company, its suppliers and customers could be competitively
disadvantaged by the added costs of complying with a variety of state-specific requirements.
In 2010, EPA launched a phased-in scheme to regulate GHG emissions first from large stationary sources under the existing Clean
Air Act permitting requirements administered by state and local authorities. As a result, large capital investments may be required
to install Best Available Control Technology on major new or modified sources of GHG emissions. This type of GHG emissions
regulation by EPA, in the absence of or in addition to federal legislation, could result in more costly, less efficient facility-by-
facility controls versus a federal program that incorporates policies that provide an economic balance that does not severely distort
markets. Differences in regional or national legislation could present challenges in a global marketplace highlighting the need for
coordinated global policy action. In 2013 EPA proposed more stringent regulations for new Electric Generating Units (EGU's)
that may affect the long term price and supply of electricity. The precise impact is uncertain.
PFOA
The Performance Chemicals segment used a form of PFOA (collectively, perfluorooctanoic acid and its salts, including the
ammonium salt) as a processing aid to manufacture some fluoropolymer resins. The Performance Materials segment used PFOA
in the manufacture of certain raw materials for perfluoroelastomer parts (and some fluoroelastomers). In the fall of 2002, DuPont
began producing rather than purchasing PFOA to support these manufacturing processes. PFOA is not used in the manufacture
of fluorotelomers; however, it is an unintended by-product present at trace levels in some fluorotelomer-based products.
PFOA is bio-persistent and has been detected at very low levels in the blood of the general population. Significant scientific research
has been and continues to be conducted to understand the exposure routes and potential hazards of PFOA. Regulatory agencies
continue to review these studies to evaluate potential regulation.
In January 2006, DuPont pledged its commitment to EPA's 2010/15 PFOA Stewardship Program. The EPA program asks participants
(1) to commit to achieve, no later than 2010, a 95 percent reduction in both facility emissions and product content levels of PFOA,
PFOA precursors and related higher homologue chemicals and (2) to commit to working toward the elimination of PFOA, PFOA
precursors and related higher homologue chemicals from emissions and products by no later than 2015. DuPont has exceeded the
EPA's 2010 objective. In February 2007, DuPont announced its commitment to no longer make, use or buy PFOA by 2015, or
sooner if possible.
As of the fourth quarter 2013, DuPont had already ceased the manufacture of PFOA and discontinued the use of PFOA for production
of fluoropolymer resins as well as for raw materials used in the production of perfluoroelastomer parts and fluoroelastomers. In
addition, the company continues to make progress in replacing fluorotelomer-based products with alternative products.
For additional information regarding PFOA matters, see Note 16 to the Consolidated Financial Statements.
37
Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Derivatives and Other Hedging Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to hedge its exposure to foreign
currency, interest rate and commodity price risks under established procedures and controls. For additional information on these
derivatives and related exposures, see Note 20 to the Consolidated Financial Statements.
The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of
operations for the years ended December 31, 2013, 2012, and 2011, and includes the company's pro rata share of its equity affiliates'
exchange gains and losses and corresponding gains and losses on foreign currency exchange contracts:
(Dollars in millions)
Pre-tax exchange loss
Tax benefit
After-tax exchange loss
2013
2012
2011
$
$
(128) $
42
(86) $
(215) $
73
(142) $
(146)
81
(65)
In addition to the contracts disclosed in Note 20 to the Consolidated Financial Statements, from time to time, the company will
enter into foreign currency exchange contracts to establish with certainty the USD amount of future firm commitments denominated
in a foreign currency. Decisions regarding whether or not to hedge a given commitment are made on a case-by-case basis, taking
into consideration the amount and duration of the exposure, market volatility and economic trends. Foreign currency exchange
contracts are also used, from time to time, to manage near-term foreign currency cash requirements.
Sensitivity Analysis
The following table illustrates the fair values of outstanding derivative contracts at December 31, 2013 and 2012, and the effect
on fair values of a hypothetical adverse change in the market prices or rates that existed at December 31, 2013 and 2012. The
sensitivity for interest rate swaps is based on a one percent change in the market interest rate. Foreign currency and commodity
contracts sensitivities are based on a 10 percent change in market rates.
(Dollars in millions)
Interest rate swaps
Foreign currency contracts
Commodity contracts
Fair Value
Asset/(Liability)
Fair Value
Sensitivity
2013
2012
2013
2012
$
29 $
18
(1)
55 $
9
(1)
(18) $
(1,000)
(2)
(29)
(659)
(3)
Since the company's risk management programs are highly effective, the potential loss in value for each risk management portfolio
described above would be largely offset by changes in the value of the underlying exposure.
Concentration of Credit Risk
The company maintains cash and cash equivalents, marketable securities, derivatives and certain other financial instruments with
various financial institutions. These financial institutions are generally highly rated and geographically dispersed and the company
has a policy to limit the dollar amount of credit exposure with any one institution.
As part of the company's financial risk management processes, it continuously evaluates the relative credit standing of all of the
financial institutions that service DuPont and monitors actual exposures versus established limits. The company has not sustained
credit losses from instruments held at financial institutions.
The company's sales are not materially dependent on any single customer. As of December 31, 2013, no one individual customer
balance represented more than 5 percent of the company's total outstanding receivables balance. Credit risk associated with its
receivables balance is representative of the geographic, industry and customer diversity associated with the company's global
businesses.
The company also maintains strong credit controls in evaluating and granting customer credit. As a result, it may require that
customers provide some type of financial guarantee in certain circumstances. Length of terms for customer credit varies by industry
and region.
38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Part II
The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to
be disclosed in the company's reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and
procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and
communicated to management to allow timely decisions regarding required disclosures.
As of December 31, 2013, the company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with
management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to
Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure
controls and procedures are effective.
There has been no change in the company's internal control over financial reporting that occurred during the fourth quarter of
2013 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.
The company has completed its evaluation of its internal controls and has concluded that the company's system of internal controls
over financial reporting was effective as of December 31, 2013 (see page F-2).
ITEM 9B. OTHER INFORMATION
None.
39
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the sections
entitled, "Election of Directors," "Governance of the Company-Committees of the Board," "Governance of the Company-
Committee Membership," "Section 16(a) Beneficial Ownership Reporting Compliance," and “Stockholder Nominations for
Election of Directors.”
The company has adopted a Code of Ethics for its CEO, CFO, and Controller that may be accessed from the company's website
at www.dupont.com by clicking on "Investors" and then "Corporate Governance." Any amendments to, or waiver from, any
provision of the code will be posted on the company's website at the above address.
Executive Officers of the Registrant
The following is a list, as of February 5, 2014, of the company's Executive Officers:
Chair of the Board of Directors and Chief Executive Officer:
Ellen J. Kullman
Other Executive Officers:
James C. Borel
Executive Vice President
Benito Cachinero-Sánchez
Senior Vice President - Human Resources
Thomas M. Connelly, Jr.
Executive Vice President and Chief Innovation Officer
Nicholas C. Fanandakis
Executive Vice President and Chief Financial Officer
Thomas L. Sager
Senior Vice President and General Counsel
Mark P. Vergnano
Executive Vice President
Executive
Officer
Since
2006
2004
2011
2000
2009
2008
2009
Age
58
58
55
61
57
63
56
The company's Executive Officers are elected or appointed for the ensuing year or for an indefinite term and until their successors
are elected or appointed.
Ellen J. Kullman joined DuPont in 1988 as marketing manager and progressed through various roles as global business director
and was named Vice President and General Manager of White Pigment & Mineral Products in 1995. In 2000, Mrs. Kullman was
named Group Vice President and General Manager of several businesses and new business development. She became Group Vice
President-DuPont Safety & Protection in 2002. In June 2006, Mrs. Kullman was named Executive Vice President and assumed
leadership of Marketing & Sales along with Safety and Sustainability. She was appointed President on October 1, 2008 and became
Chief Executive Officer on January 1, 2009. On December 31, 2009, she became Chair of the Board of Directors.
James C. Borel joined DuPont in 1978, and held a variety of product and sales management positions for Agricultural Products.
In 1993, he transferred to Tokyo, Japan with Agricultural Products as regional manager, North Asia and was appointed regional
director, Asia Pacific in 1994. In 1997, he was appointed regional director, North America and was appointed Vice President and
General Manager-DuPont Crop Protection later that year. In January 2004, he was named Senior Vice President-DuPont Global
Human Resources. He became Group Vice President in 2008 and was named Executive Vice President with responsibility for
DuPont Crop Protection and Pioneer in October 2009. In 2011, he assumed responsibility for DuPont Nutrition & Health and in
2014, he assumed responsibility for the company’s sustainability function.
Benito Cachinero-Sánchez joined DuPont in April 2011 as Senior Vice President - Human Resources. Prior to joining DuPont,
he was Corporate Vice President of Human Resources at Automatic Data Processing (ADP). Prior to ADP, he was Vice President,
Human Resources for the Medical Devices & Diagnostics Group of Johnson & Johnson.
40
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE, continued
Thomas M. Connelly, Jr. joined DuPont in 1977 as a research engineer. Since then, Mr. Connelly has served in various research
and plant technical leadership roles, as well as product management and business director roles. Mr. Connelly served as Vice
President and General Manager-DuPont Fluoroproducts from 1999 until September 2000, when he was named Senior Vice President
and Chief Science and Technology Officer. In June 2006, Mr. Connelly was named Executive Vice President and Chief Innovation
Officer. His current responsibilities include Integrated Operations, Science and Technology and leadership of the regions outside
of the United States.
Nicholas C. Fanandakis joined DuPont in 1979 as an accounting and business analyst. Since then, Mr. Fanandakis served in a
variety of plant, marketing, and product management and business director roles. Mr. Fanandakis served as Vice President and
General Manager—DuPont Chemical Solutions Enterprise from 2003 until February 2007 when he was named Vice President—
Corporate Plans. In January 2008, Mr. Fanandakis was named Group Vice President—DuPont Applied BioSciences. In November
2009, he was named Senior Vice President and Chief Financial Officer. In August 2010, he was named Executive Vice President
and Chief Financial Officer.
Thomas L. Sager joined DuPont in 1976 as an attorney in the labor and security group. In 1998, he was named Chief Litigation
Counsel and assumed oversight responsibility for all company litigation matters. He was named Vice President and Assistant
General Counsel in 1999. In July 2008, he was appointed Senior Vice President and General Counsel.
Mark P. Vergnano joined DuPont in 1980 as a process engineer. He has had several assignments in manufacturing, technology,
marketing, sales and business strategy. He has held assignments in various DuPont locations including Geneva, Switzerland. In
February 2003 he was named Vice President and General Manager—Nonwovens and Vice President and General Manager—
Surfaces and Building Innovations in October 2005. In June 2006, he was named Group Vice President of DuPont Safety &
Protection. In October 2009, Mr. Vergnano was appointed Executive Vice President. Mr. Vergnano has responsibility for businesses
in the Performance Chemicals segment: DuPont Chemicals & Fluoroproducts and Titanium Technologies. In January 2014, DuPont
announced that Mr. Vergnano would focus on activities related to the company’s announced intention to separate Performance
Chemicals; DuPont also announced that Mr. Vergnano will become the chief executive officer of the new Performance Chemicals
company after separation, which is expected to occur about mid-2015.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the sections
entitled, "Compensation Discussion and Analysis," "Compensation of Executive Officers," "Directors' Compensation,"
"Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."
41
Part III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the section
entitled "Ownership of Company Stock."
Securities authorized for issuance under equity compensation plans as of December 31, 2013
(Shares in thousands, except per share)
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not
approved by security holders
Total
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights2
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans3
27,171 1
$
15 4
27,186
$
41.58
—
41.58
51,252
— 5
51,252
1.
2.
3.
4.
5.
Includes stock-settled time-vested and performance-based restricted stock units granted and stock units deferred under the company's Equity and Incentive
Plan, Stock Performance Plan, Variable Compensation Plan and the Stock Accumulation and Deferred Compensation Plan for Directors. Performance-based
restricted stock units reflect the maximum number of shares to be awarded at the conclusion of the performance cycle (200 percent of the original grant).
The actual award payouts can range from zero to 200 percent of the original grant.
Represents the weighted-average exercise price of the outstanding stock options only; the outstanding stock-settled time-vested and performance-based
restricted stock units and deferred stock units are not included in this calculation.
Reflects shares available pursuant to the issuance of stock options, restricted stock, restricted stock units or other stock-based awards under the amended
Equity and Incentive Plan approved by the shareholders in April 2011 (see Note 19 to the company's Consolidated Financial Statements). The maximum
number of shares of stock reserved for the grant or settlement of awards under the Equity and Incentive Plan (Share Limit) shall be 110,000 and shall be
subject to adjustment as provided therein; provided that each share in excess of 30,000 issued under the Equity and Incentive Plan pursuant to any award
settled in stock, other than a stock option or stock appreciation right, shall be counted against the foregoing Share Limit as four and one-half shares for every
one share actually issued in connection with such award. (For example, if 32,000 shares of restricted stock are granted under the Equity and Incentive Plan,
39,000 shall be charged against the Share Limit in connection with that award.)
Includes 15 deferred stock units resulting from base salary and short-term incentive (STIP) deferrals under the Management Deferred Compensation Plan
(MDCP). Under the MDCP, a select group of management or highly compensated employees can elect to defer the receipt of their base salary, STIP or Long
Term Incentive (LTI) award. LTI deferrals are included in footnote 1 to the above chart. The company does not match deferrals under the MDCP. There are
seven core investment options under the MDCP for base salary and STIP deferrals, including deferred stock units with dividend equivalents credited as
additional stock units. In general, deferred stock units are distributed in the form of DuPont common stock and may be made in the form of lump sum at a
specified future date prior to retirement or a lump sum or annual installments after separation from service. Shareholder approval of the MDCP was not
required under the rules of the New York Stock Exchange.
There is no limit on the number of shares that can be issued under the MDCP and no further shares are available for issuance under the other equity
compensation arrangements described in footnote 4 to the above chart.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the sections
entitled, "Governance of the Company-Review and Approval of Transactions with Related Persons" and "Governance of the
Company-Corporate Governance Guidelines," "Governance of the Company-Committees of the Board," "Governance of the
Company-Committee Membership" and "Election of Directors".
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information with respect to this Item is incorporated herein by reference to the Proxy, including information within the section
entitled "Ratification of Independent Registered Public Accounting Firm."
42
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements, Financial Statement Schedules and Exhibits:
Part IV
1.
2.
Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
(Dollars in millions)
Year Ended December 31,
Accounts Receivable—Allowance for Doubtful Receivables
2013
2012
2011
Balance at beginning of period
Additions charged to cost and expenses
Deductions from reserves
Amounts related to the Performance Coatings business
Balance at end of period
Deferred Tax Assets—Valuation Allowance
Balance at beginning of period
Net charges (benefits) to income tax expense
Additions charged to other comprehensive income (loss)
Currency translation
Balance at end of period
$
$
$
$
243 $
72
(46)
—
269 $
1,914 $
29
(205)
26
1,764 $
292 $
33
(64)
(18)
243 $
1,971 $
(77)
10
10
1,914 $
326
73
(107)
—
292
1,666
73
236
(4)
1,971
Financial Statement Schedules listed under SEC rules but not included in this report are omitted because they are not applicable
or the required information is shown in the Consolidated Financial Statements or notes thereto incorporated by reference.
43
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued
3.
Exhibits
Part IV
The following list of exhibits includes both exhibits submitted with this Form 10-K as filed with the SEC and those incorporated
by reference to other filings:
Exhibit
Number
3.1
3.2
4
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
12
18.1
21
23
Description
Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company’s
Annual Report on Form 10-K for the year ended December 31, 2012).
Company’s Bylaws, as last amended effective August 12, 2013 (incorporated by reference to Exhibit 3.2 to the
company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013).
The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders
of long-term debt of the company and its subsidiaries.
The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective
January 1, 2009.
Company’s Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by
reference to Exhibit 10.2 to the company's Annual Report on Form 10-K for the year ended December 31,
2011).
Company’s Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to
Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
Company’s Rules for Lump Sum Payments, as last amended effective December 20, 2007 (incorporated by
reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
Company’s Stock Performance Plan, as last amended effective January 25, 2007 (incorporated by reference to
Exhibit 10.5 to the company's Annual Report on Form 10-K for the year ended December 31, 2011).
Company’s Equity and Incentive Plan as amended October 23, 2013.
Form of Award Terms under the company’s Equity and Incentive Plan (incorporated by reference to Exhibit
10.7 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2013).
Company’s Retirement Savings Restoration Plan, as last amended effective January 1, 2013 (incorporated by
reference to Exhibit 10.8 to the company’s Annual Report on Form 10-K for the year ended December 31,
2012).
Company’s Retirement Income Plan for Directors, as last amended January 2011 (incorporated by reference
to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q for the period ended March 31, 2012).
Company's Management Deferred Compensation Plan, adopted on May 2, 2008, as last amended May 12, 2010
(incorporated by reference to Exhibit 10.11 to the company's Quarterly Report on Form 10-Q for the period
ended June 30, 2010).
Company's Senior Executive Severance Plan, adopted on August 12, 2013 (incorporated by reference to Exhibit
10.11 to the company's Quarterly Report on Form 10-Q for the period ended September 30, 2013). The company
agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.
Supplemental Deferral Terms for Deferred Long Term Incentive Awards and Deferred Variable Compensation
Awards.
Computation of Ratio of Earnings to Fixed Charges.
Preferability Letter of Independent Registered Public Accounting Firm (incorporated by reference to
Exhibit 18.1 to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2013).
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
31.1
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
44
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued
Part IV
31.2
32.1
32.2
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this
Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference
in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this
Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference
in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
95
Mine Safety Disclosures.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
45
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signatures
February 5, 2014
E. I. DU PONT DE NEMOURS AND COMPANY
By:
/s/ Nicholas C. Fanandakis
Nicholas C. Fanandakis
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
_____________________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated:
Signature
Title(s)
Date
/s/ E.J. Kullman
E. J. Kullman
/s/ L. Andreotti
L. Andreotti
/s/ R.H. Brown
R. H. Brown
/s/ R.A. Brown
R. A. Brown
/s/ B.P. Collomb
B. P. Collomb
/s/ C.J. Crawford
C. J. Crawford
/s/ A.M. Cutler
A. M. Cutler
/s/ E.I. du Pont, II
E. I. du Pont, II
/s/ M.A. Hewson
M. A. Hewson
/s/ L.D. Juliber
L. D. Juliber
/s/ L.M. Thomas
L. M. Thomas
/s/ P.J. Ward
P. J. Ward
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
February 5, 2014
Chair of the Board of Directors and
Chief Executive Officer and Director
(Principal Executive Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
46
E.I. du Pont de Nemours and Company
Index to the Consolidated Financial Statements
Consolidated Financial Statements:
Management's Reports on Responsibility for Financial Statements and Internal Control over
Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Income Statements for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012
Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Notes to the Consolidated Financial Statements
Page(s)
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-1
Management's Reports on Responsibility for Financial Statements and
Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual
Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (GAAP) and are considered by management to present fairly the company's financial position,
results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates
and judgments. The financial statements have been audited by the company's independent registered public accounting firm,
PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial
Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the company's financial position,
results of operations and cash flows in conformity with GAAP. Their report is presented on the following page.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. The company's internal control over financial reporting
includes those policies and procedures that:
i.
ii.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles and that receipts and expenditures of the company are
being made only in accordance with authorization of management and directors of the company; and
iii.
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition
of the company's assets that could have a material effect on the financial statements.
Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition,
changes in conditions and business practices may cause variation in the effectiveness of internal controls.
Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2013, based
on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework (1992). Based on its assessment and those criteria, management concluded that the company maintained
effective internal control over financial reporting as of December 31, 2013.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the company's
internal control over financial reporting as of, as stated in their report, which is presented on the following page.
Ellen J. Kullman
Chair of the Board and
Chief Executive Officer
February 5, 2014
Nicholas C. Fanandakis
Executive Vice President
and Chief Financial Officer
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
E. I. du Pont de Nemours and Company:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive
income, equity and cash flows present fairly, in all material respects, the financial position of E. I. du Pont de Nemours and
Company and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a) (2)
presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for
these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in "Management's Report on Internal
Control over Financial Reporting" appearing on page F-2. Our responsibility is to express opinions on these financial statements,
on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe our audits provide a reasonable basis for our
opinions.
As discussed in Note 1 to the Consolidated Financial Statements, effective January 1, 2013, the Company changed its method of
valuing inventory held at a majority of its foreign and certain U.S. locations from the last-in, first-out (LIFO) method to the average
cost method.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 5, 2014
F-3
E. I. du Pont de Nemours and Company
Consolidated Financial Statements
CONSOLIDATED INCOME STATEMENTS
(Dollars in millions, except per share)
For the year ended December 31,
Net sales
Other income, net
Total
Cost of goods sold
Other operating charges
Selling, general and administrative expenses
Research and development expense
Interest expense
Employee separation / asset related charges, net
Total
Income from continuing operations before income taxes
Provision for income taxes on continuing operations
Income from continuing operations after income taxes
Income from discontinued operations after income taxes
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to DuPont
Basic earnings per share of common stock:
Basic earnings per share of common stock from continuing operations
Basic earnings per share of common stock from discontinued operations
Basic earnings per share of common stock
Diluted earnings per share of common stock:
Diluted earnings per share of common stock from continuing operations
Diluted earnings per share of common stock from discontinued operations
Diluted earnings per share of common stock
Dividends per share of common stock
2013
2012
2011
$
35,734 $
34,812 $
33,681
410
36,144
22,548
3,838
3,554
2,153
448
114
498
35,310
21,538
4,077
3,527
2,123
464
493
742
34,423
21,264
3,510
3,310
1,960
447
53
32,655
32,222
30,544
3,489
626
2,863
1,999
4,862
14
3,088
616
2,472
308
2,780
25
4,848 $
2,755 $
3.07 $
2.16
5.22 $
3.04 $
2.14
5.18 $
1.78 $
2.61 $
0.33
2.94 $
2.59 $
0.33
2.91 $
1.70 $
3,879
647
3,232
367
3,599
40
3,559
3.43
0.40
3.82
3.38
0.39
3.77
1.64
$
$
$
$
$
$
See Notes to the Consolidated Financial Statements beginning on page F-9.
F-4
E. I. du Pont de Nemours and Company
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions, except per share)
For the year ended December 31,
Net income
Other comprehensive income (loss), before tax:
Cumulative translation adjustment
Net revaluation and clearance of cash flow hedges to earnings:
Additions and revaluations of derivatives designated as cash flow hedges
Clearance of hedge results to earnings
Net revaluation and clearance of cash flow hedges to earnings
Pension benefit plans:
Net gain (loss)
Prior service benefit (cost)
Reclassifications to net income:
Amortization of prior service cost
Amortization of loss
Curtailment / settlement loss
Pension benefit plans, net
Other benefit plans:
Net gain (loss)
Prior service benefit (cost)
Reclassifications to net income:
Amortization of prior service benefit
Amortization of loss
Curtailment / settlement (gain) loss
Other benefit plans, net
Net unrealized gain (loss) on securities
Other comprehensive income (loss), before tax
Income tax (expense) benefit related to items of other comprehensive income
Other comprehensive income (loss), net of tax
Comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to DuPont
2013
2012
2011
$
4,862 $
2,780 $
3,599
25
(58)
(25)
(83)
3,293
62
8
957
153
4,473
513
211
(195)
76
(153)
452
1
4,868
(1,665)
3,203
8,065
12
8,053 $
77
8
(65)
(57)
(1,433)
22
13
887
7
(504)
(60)
857
(155)
94
3
739
(2)
253
(121)
132
2,912
53
2,859 $
(457)
10
96
106
(4,069)
(2)
16
613
—
(3,442)
(437)
(11)
(121)
60
—
(509)
2
(4,300)
1,322
(2,978)
621
22
599
$
See Notes to the Consolidated Financial Statements beginning on page F-9.
F-5
E. I. du Pont de Nemours and Company
Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share)
December 31,
Assets
Current assets
Cash and cash equivalents
Marketable securities
Accounts and notes receivable, net
Inventories
Prepaid expenses
Deferred income taxes
Assets held for sale
Total current assets
Property, plant and equipment
Less: Accumulated depreciation
Net property, plant and equipment
Goodwill
Other intangible assets
Investment in affiliates
Deferred income taxes
Other assets
Total
Liabilities and Equity
Current liabilities
Accounts payable
Short-term borrowings and capital lease obligations
Income taxes
Other accrued liabilities
Liabilities related to assets held for sale
Total current liabilities
Long-term borrowings and capital lease obligations
Other liabilities
Deferred income taxes
Total liabilities
Commitments and contingent liabilities
Stockholders' Equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized;
issued at December 31, 2013 and 2012:
$4.50 Series – 1,673,000 shares (callable at $120)
$3.50 Series – 700,000 shares (callable at $102)
Common stock, $.30 par value; 1,800,000,000 shares authorized;
issued at December 31, 2013 – 1,014,027,000; 2012 – 1,020,057,000
Additional paid-in capital
Reinvested earnings
Accumulated other comprehensive loss
Common stock held in treasury, at cost
(Shares: December 31, 2013 and 2012 – 87,041,000)
Total DuPont stockholders' equity
Noncontrolling interests
Total equity
Total
2013
2012
$
$
$
$
8,941 $
145
6,047
8,042
206
775
228
24,384
32,431
19,438
12,993
4,713
5,096
1,011
2,353
949
51,499 $
5,180 $
1,721
247
6,219
—
13,367
10,741
10,179
926
35,213
167
70
304
11,072
16,784
(5,441)
(6,727)
16,229
57
16,286
51,499 $
4,284
123
5,452
7,565
204
613
3,076
21,317
31,826
19,085
12,741
4,616
5,126
1,163
3,936
960
49,859
4,853
1,275
343
5,997
1,084
13,552
10,465
14,687
856
39,560
167
70
306
10,655
14,383
(8,646)
(6,727)
10,208
91
10,299
49,859
See Notes to the Consolidated Financial Statements beginning on page F-9.
F-6
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions, except per share)
E. I. du Pont de Nemours and Company
Consolidated Financial Statements
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Reinvested
Earnings
Accumulated
Other
Compre-
hensive
Loss
Treasury
Stock
Non-
controlling
Interests
Total
Equity
2011
Balance January 1, 2011
$
237 $
301 $
9,227 $
12,075 $
(5,790) $
(6,727) $
477 $
9,800
Sale of a majority interest in a consolidated
subsidiary
Net income
Other comprehensive income (loss)
Common dividends ($1.64 per share)
Preferred dividends
3,559
(1,531)
(10)
(2,960)
Common stock issued - compensation plans
7
1,007
Common stock repurchased
Common stock retired
(4)
(127)
(541)
(672)
672
(3)
40
(18)
(11)
(3)
3,599
(2,978)
(1,542)
(10)
1,014
(672)
—
Balance December 31, 2011
$
237 $
304 $
10,107 $
13,552 $
(8,750) $
(6,727) $
485 $
9,208
2012
Acquisitions of a noncontrolling interest in
consolidated subsidiaries
Net income
Other comprehensive income (loss)
Common dividends ($1.70 per share)
Preferred dividends
Common stock issued - compensation plans
Common stock repurchased
Common stock retired
(2)
627
2,755
(1,593)
(10)
104
(77)
(321)
(400)
400
(386)
25
28
(388)
2,780
132
(61)
(1,654)
(10)
631
(400)
—
4
(2)
Balance December 31, 2012
$
237 $
306 $
10,655 $
14,383 $
(8,646) $
(6,727) $
91 $
10,299
2013
Sale of a majority interest in a consolidated
subsidiary
Acquisitions of a noncontrolling interest in
consolidated subsidiaries
Net income
Other comprehensive income (loss)
Common dividends ($1.78 per share)
Preferred dividends
Common stock issued - compensation plans
Common stock repurchased
Common stock retired
4
628
4,848
(1,658)
(10)
3,205
(215)
(779)
(1,000)
1,000
4
(6)
(34)
(34)
14
(2)
(12)
4
4,862
3,203
(1,670)
(10)
632
(1,000)
—
Balance December 31, 2013
$
237 $
304 $
11,072 $
16,784 $
(5,441) $
(6,727) $
57 $
16,286
See Notes to the Consolidated Financial Statements beginning on page F-9.
F-7
E. I. du Pont de Nemours and Company
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
For the year ended December 31,
Operating activities
Net income
Adjustments to reconcile net income to cash provided by operating activities:
2013
2012
2011
$
4,862 $
2,780 $
3,599
Depreciation
Amortization of intangible assets
Other operating charges and credits – net
Contributions to pension plans
Gain on sale of business
(Increase) decrease in operating assets:
Accounts and notes receivable
Inventories and other operating assets
Increase (decrease) in operating liabilities:
Accounts payable and other operating liabilities
Accrued interest and income taxes
Cash provided by operating activities
Investing activities
Purchases of property, plant and equipment
Investments in affiliates
Payments for businesses – net of cash acquired
Proceeds from sale of business - net
Proceeds from sale of assets – net
Net (increase) decrease in short-term financial instruments
Forward exchange contract settlements
Other investing activities – net
Cash provided by (used for) investing activities
Financing activities
Dividends paid to stockholders
Net increase (decrease) in short-term (less than 90 days) borrowings
Long-term and other borrowings:
Receipts
Payments
Repurchase of common stock
Proceeds from exercise of stock options
Payments for noncontrolling interest
Other financing activities – net
Cash (used for) provided by financing activities
Effect of exchange rate changes on cash
Cash classified as held for sale
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flow information:
Cash paid during the year for
Interest, net of amounts capitalized
Income taxes
1,280
323
859
(313)
(2,687)
(883)
(526)
418
(154)
3,179
(1,882)
(58)
(133)
4,841
142
(45)
40
40
2,945
(1,661)
16
2,013
(1,312)
(1,000)
536
(65)
(1)
(1,474)
(88)
—
4,562
4,379
8,941 $
1,376
337
1,185
(848)
—
114
(812)
1,037
(320)
4,849
(1,793)
(97)
(18)
—
302
315
(40)
(15)
(1,346)
(1,594)
(200)
323
(916)
(400)
550
(470)
10
(2,697)
(13)
(95)
698
3,586
4,284 $
1,283
277
991
(341)
—
(360)
(1,018)
528
193
5,152
(1,843)
(67)
(6,459)
—
214
2,149
(227)
(5)
(6,238)
(1,533)
185
2,539
(1,163)
(672)
952
—
95
403
6
—
(677)
4,263
3,586
489 $
1,323
501 $
1,054
455
527
$
$
See Notes to the Consolidated Financial Statements beginning on page F-9.
F-8
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The company follows generally accepted accounting principles in the United States of America (GAAP). The significant accounting
policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.
Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of the company, subsidiaries in which a controlling interest is
maintained and variable interest entities (VIEs) for which DuPont is the primary beneficiary. For those consolidated subsidiaries
in which the company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests.
Investments in affiliates over which the company has significant influence but not a controlling interest are carried on the equity
method. At December 31, 2013, the assets, liabilities and operations of VIEs for which DuPont is the primary beneficiary were
not material to the Consolidated Financial Statements of the company.
The company is also involved with certain joint ventures accounted for under the equity method of accounting that are VIEs. The
company is not the primary beneficiary, as the nature of the company's involvement with the VIEs does not provide it the power
to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the company becomes the
primary beneficiary. At December 31, 2013, the maximum exposure to loss related to the unconsolidated VIEs is not considered
material to the Consolidated Financial Statements of the company.
Basis of Presentation
Certain reclassifications of prior year's data have been made to conform to current year's presentation, including separately stating
cost of goods sold and other operating charges on the Consolidated Income Statements. In the third quarter 2012, the company
signed a definitive agreement to sell its Performance Coatings business (which represented a reportable segment). In accordance
with GAAP, the results of Performance Coatings are presented as discontinued operations and, as such, have been excluded from
continuing operations and segment results for all periods presented. The sum of the individual earnings per share amounts from
continuing and discontinued operations may not equal the total company earnings per share amounts due to rounding. The assets
and liabilities of Performance Coatings at December 31, 2012 are presented as held for sale in the Consolidated Balance Sheet.
The cash flows and comprehensive income related to Performance Coatings have not been segregated and are included in the
Consolidated Statements of Cash Flows and Comprehensive Income, respectively, for all periods presented. Amounts related to
Performance Coatings are consistently included in or excluded from the Notes to the Consolidated Financial Statements based on
the financial statement line item and period of each disclosure.
In November 2013, DuPont entered into a definitive agreement to sell Glass Laminating Solutions/Vinyls (GLS/Vinyls). The assets
related to GLS/Vinyls at December 31, 2013 are presented as held for sale in the Consolidated Balance Sheet. The sale of GLS/
Vinyls does not meet the criteria for discontinued operations and as such, earnings are included in the company’s income from
continuing operations.
See Note 2 to the Consolidated Financial Statements for further information relating to the above matters.
F-9
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Revenue Recognition
The company recognizes revenue when the earnings process is complete. The company's revenues are from the sale of a wide
range of products to a diversified base of customers around the world. Revenue for product sales is recognized upon delivery,
when title and risk of loss have been transferred, collectability is reasonably assured and pricing is fixed or determinable.
Substantially all product sales are sold FOB (free on board) shipping point or, with respect to non United States of America (U.S.)
customers, an equivalent basis. Accruals are made for sales returns and other allowances based on the company's experience. The
company accounts for cash sales incentives as a reduction in sales and noncash sales incentives as a charge to cost of goods sold
or selling expense, depending on the nature of the incentive. Amounts billed to customers for shipping and handling fees are
included in net sales and costs incurred by the company for the delivery of goods are classified as cost of goods sold in the
Consolidated Income Statements. Taxes on revenue-producing transactions are excluded from net sales.
The company periodically enters into prepayment contracts with customers in the Agriculture segment and receives advance
payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue (classified as
other accrued liabilities) or debt, depending on the nature of the program. Revenue associated with advance payments is recognized
as shipments are made and title, ownership and risk of loss pass to the customer.
Licensing and royalty income is recognized in accordance with agreed upon terms, when performance obligations are satisfied,
the amount is fixed or determinable and collectability is reasonably assured.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost
plus accrued interest. The estimated fair value of the company's cash equivalents was determined using level 1 and level 2 inputs
within the fair value hierarchy, as described below. The company held $5,116 and $0 of money market funds (level 1 measurements)
as of December 31, 2013 and 2012, respectively. The company held $2,256 and $2,026 of other cash equivalents (level 2
measurements) as of December 31, 2013 and 2012, respectively.
Based on observed net asset values and current interest rates for similar investments with comparable credit risk and time to
maturity, the fair value of the company's cash equivalents approximates its stated value as of December 31, 2013 and 2012.
Marketable Securities
Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three
months and up to twelve months at time of purchase. They are classified as held-to-maturity and recorded at amortized cost. The
carrying value approximates fair value due to the short-term nature of the investments.
Fair Value Measurements
Under the accounting for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3
measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement.
The company uses the following valuation techniques to measure fair value for its assets and liabilities:
Level 1
Level 2
Level 3
–
–
–
Quoted market prices in active markets for identical assets or liabilities;
Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for
identical or similar items in markets that are not active, inputs other than quoted prices that are observable
such as interest rate and yield curves, and market-corroborated inputs);
Unobservable inputs for the asset or liability, which are valued based on management's estimates of
assumptions that market participants would use in pricing the asset or liability.
Inventories
The company's inventories are valued at the lower of cost or market. Elements of cost in inventories include raw materials, direct
labor and manufacturing overhead. Stores and supplies are valued at cost or market, whichever is lower; cost is generally determined
by the average cost method.
F-10
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
As of December 31, 2013 and 2012 approximately 50 percent, 25 percent and 25 percent of the company’s inventories were
accounted for under the first-in first out (FIFO), last-in first out (LIFO) and average cost methods, respectively. Inventories
accounted for under the FIFO method are primarily comprised of products with shorter shelf lives such as seeds, certain food-
ingredients and enzymes.
Change in Accounting Policy
Effective January 1, 2013, the company changed its method of valuing inventory held at a majority of its foreign and certain U.S.
locations from the LIFO method to the average cost method. The company believes that the average cost method is preferable to
the LIFO method as it more clearly aligns with how the company actually manages its inventory and will improve financial
reporting by better matching revenues and expenses, for these inventories. In addition, the change from LIFO to average cost will
enhance the comparability of our financial results with our peer companies. As described in the guidance for accounting changes,
the comparative Consolidated Financial Statements of prior periods are adjusted to apply the new accounting method
retrospectively.
The following line items within the Consolidated Income Statements were affected by the change in accounting policy for the
years ended December 31, 2013, 2012 and 2011:
2013
As
reported
under
LIFO
As
reported
Change:
(Decrease)
/Increase
As
reported
2012
As
reported
under
LIFO
Change:
(Decrease)
/Increase
As
reported
2011
As
reported
under
LIFO
Change:
(Decrease)
/Increase
Cost of goods sold
$ 22,548 $ 22,578 $
(30) $ 21,538 $ 21,511 $
27 $ 21,264 $ 21,362 $
(98)
Income from continuing
operations before income taxes
Provision for income taxes on
continuing operations
Income from continuing
operations after income taxes
Income from discontinued
operations after income taxes
Net income
3,489
3,459
626
617
2,863
2,842
1,999
1,999
30
9
21
—
3,088
3,115
(27)
3,879
3,781
616
622
(6)
647
626
2,472
2,493
(21)
3,232
3,155
98
21
77
12
89
$ 4,862 $ 4,841 $
21 $ 2,780 $ 2,813 $
308
320
367
(12)
(33) $ 3,599 $ 3,510 $
355
Income from noncontrolling interest increased by $4 for the year ended December 31, 2011, as a result of the above accounting
policy change.
Basic earnings per share from continuing operations increased/(decreased) by $0.02, $(0.02) and $0.08 for the years ended
December 31, 2013, 2012 and 2011 respectively, as a result of the above accounting policy change.
Diluted earnings per share from continuing operations increased/(decreased) by $0.02, $(0.02) and $0.08 for the years ended
December 31, 2013, 2012 and 2011 respectively, as a result of the above accounting policy change.
Inventory and Stockholder's Equity increased by $91 and $45, respectively, as of January 1, 2011, as a result of the above accounting
policy change.
There was no impact on cash provided by operating activities as a result of the above change.
Property, Plant and Equipment
Property, plant and equipment is carried at cost and is depreciated using the straight-line method. Property, plant and equipment
placed in service prior to 1995 is depreciated under the sum-of-the-years' digits method or other substantially similar methods.
Substantially all equipment and buildings are depreciated over useful lives ranging from 15 to 25 years. Capitalizable costs
associated with computer software for internal use are amortized on a straight-line basis over 5 to 7 years. When assets are
surrendered, retired, sold or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed
from the accounts and included in determining gain or loss on such disposals.
Maintenance and repairs are charged to operations; replacements and improvements are capitalized.
F-11
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Goodwill and Other Intangible Assets
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not
individually identified and separately recognized. Goodwill and indefinite-lived intangible assets are tested for impairment at least
annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may
be impaired. Impairment exists when carrying value exceeds fair value. The company's fair value methodology is based on prices
of similar assets or other valuation methodologies including discounted cash flow techniques.
Definite-lived intangible assets, such as purchased and licensed technology, patents and customer lists are amortized over their
estimated useful lives, generally for periods ranging from 1 to 20 years. The company continually evaluates the reasonableness
of the useful lives of these assets. Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.
Impairment of Long-Lived Assets
The company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances
indicate the carrying value may not be recoverable. The carrying value of a long-lived asset is considered impaired when the total
projected undiscounted cash flows from the asset are separately identifiable and are less than its carrying value. In that event, a
loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The company's
fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation
methodologies including present value techniques. Long-lived assets to be disposed of other than by sale are classified as held for
use until their disposal. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of
carrying amount or fair market value less cost to sell. Depreciation is discontinued for long-lived assets classified as held for sale.
Research and Development
Research and development costs are expensed as incurred. Research and development expenses include costs (primarily consisting
of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and
development of new products, enhancement of existing products and regulatory approval of new and existing products.
Environmental
Accruals for environmental matters are recorded in operating expenses when it is probable that a liability has been incurred and
the amount of the liability can be reasonably estimated. Accrued liabilities do not include claims against third parties and are not
discounted.
Costs related to environmental remediation and restoration are charged to expense. Other environmental costs are also charged to
expense unless they increase the value of the property or reduce or prevent contamination from future operations, in which case,
they are capitalized.
Asset Retirement Obligations
The company records asset retirement obligations at fair value at the time the liability is incurred. Accretion expense is recognized
as an operating expense using the credit-adjusted risk-free interest rate in effect when the liability was recognized. The associated
asset retirement obligations are capitalized as part of the carrying amount of the long-lived asset and depreciated over the estimated
remaining useful life of the asset, generally for periods ranging from 1 to 25 years.
Litigation
The company accrues for liabilities related to litigation matters when the information available indicates that it is probable that a
liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs such as outside counsel fees
and expenses are charged to expense in the period incurred.
Insurance/Self-Insurance
The company self-insures certain risks where permitted by law or regulation, including workers' compensation, vehicle liability
and employee related benefits. Liabilities associated with these risks are estimated in part by considering historical claims
experience, demographic factors and other actuarial assumptions. For other risks, the company uses a combination of insurance
and self-insurance, reflecting comprehensive reviews of relevant risks. A receivable for an insurance recovery is generally
recognized when the loss has occurred and collection is considered probable.
F-12
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Income Taxes
The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this
approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities
are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change
in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the company's assets
and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded
to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for
income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be
indefinitely invested. Investment tax credits or grants are accounted for in the period earned (the flow-through method). Interest
accrued related to unrecognized tax benefits is included in miscellaneous income and expenses, net, under other income, net.
Income tax related penalties are included in the provision for income taxes.
Foreign Currency Translation
The company's worldwide operations utilize the U.S. dollar or local currency as the functional currency, where applicable. For
subsidiaries where the U.S. dollar (USD) is the functional currency, all foreign currency asset and liability amounts are remeasured
into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and
other intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average
exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange
rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are
included in income in the period in which they occur.
For subsidiaries where the local currency is the functional currency, assets and liabilities denominated in local currencies are
translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax
effects, as a component of accumulated other comprehensive income (loss) in equity. Assets and liabilities denominated in other
than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or
losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange
rates in effect during the period.
Hedging and Trading Activities
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. For derivative instruments designated
as fair value hedges, changes in the fair values of the derivative instruments will generally be offset in the income statement by
changes in the fair value of the hedged items. For derivative instruments designated as cash flow hedges, the effective portion of
any hedge is reported in accumulated other comprehensive income (loss) until it is cleared to earnings during the same period in
which the hedged item affects earnings. The ineffective portion of all hedges is recognized in current period earnings. Changes
in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings.
In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the
maturation of the hedged transaction, gains or losses realized at termination are deferred and included in the measurement of the
hedged transaction. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative
designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured
are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives
designated as a hedge of an anticipated transaction are reclassified as for trading purposes if the anticipated transaction is no longer
probable.
Cash flows from derivative instruments accounted for as either fair value hedges or cash flow hedges are reported in the same
category as the cash flows from the items being hedged. Cash flows from all other derivative instruments are generally reported
as investing activities in the Consolidated Statements of Cash Flows. See Note 20 for additional discussion regarding the company's
objectives and strategies for derivative instruments.
F-13
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
2. DIVESTITURES
Glass Laminating Solutions/Vinyls
In November 2013, DuPont entered into a definitive agreement to sell GLS/Vinyls, a part of Packaging & Industrial Polymers, to
Kuraray Co. Ltd. for $543, plus the value of the inventories. The sale is expected to close about mid-2014 pending customary
closing conditions, including timing of antitrust clearance.
The assets classified as held for sale at December 31, 2013 related to GLS/Vinyls primarily consist of inventory and property,
plant and equipment.
Performance Coatings
In February 2013, the company sold its Performance Coatings business to Flash Bermuda Co. Ltd., a Bermuda exempted limited
liability company formed by affiliates of The Carlyle Group (collectively referred to as "Carlyle"). The sale resulted in
approximately $4,200 in after-tax proceeds and a pre-tax gain of $2,687 ($1,962 net of tax). The gain was recorded in income
from discontinued operations after income taxes in the company's Consolidated Income Statements for the year ended December 31,
2013. The results of discontinued operations are summarized below:
For the year ended December 31,
Net sales
Income before income taxes
Provision for income taxes1
Income from discontinued operations after income taxes
2013
2012
2011
$
$
$
331 $
2,717 $
718
1,999 $
4,218 $
551 $
243
308 $
4,280
518
151
367
1.
Full year 2012 includes expense of $70 to accrue taxes associated with earnings of certain Performance Coatings subsidiaries that were previously considered
permanently reinvested as these entities have been reclassified as held for sale.
The key components of the assets and liabilities classified as held for sale at December 31, 2012 related to Performance Coatings
consisted of the following:
Cash and cash equivalents
Accounts and notes receivable, net
Inventories
Prepaid expenses
Deferred income taxes - current
Property, plant and equipment, net of accumulated depreciation
Goodwill
Other intangible assets
Deferred income taxes - noncurrent
Other assets - noncurrent
Total assets held for sale
Accounts payable
Income taxes
Other accrued liabilities
Other liabilities - noncurrent
Deferred income taxes - noncurrent
Total liabilities related to assets held for sale
F-14
December 31,
2012
95
783
488
6
32
749
808
67
14
34
3,076
408
17
237
388
34
1,084
$
$
$
$
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
3. EMPLOYEE SEPARATION/ASSET RELATED CHARGES, NET
At December 31, 2013, total liabilities related to restructuring activities were $57, primarily relating to the 2012 restructuring
program. In addition to the programs discussed below, a charge of $19, which included $9 recorded in employee separation / asset
related charges, net and $10 recorded in other income, net, was taken in the fourth quarter 2013. This charge was a result of
restructuring actions including employee separation and asset related costs related to a joint venture in the Performance Materials
segment.
2012 Restructuring Program
In 2012, the company commenced a restructuring plan to increase productivity, enhance competitiveness and accelerate growth.
The plan was designed to eliminate corporate costs previously allocated to the Performance Coatings business as well as utilize
additional cost-cutting actions to improve competitiveness. As a result, pre-tax charges of $234 were recorded in employee
separation / asset related charges, net. The 2012 charges consisted of $157 of employee separation costs, $8 of other non-personnel
charges, and $69 of asset related charges, which included $30 of asset impairments and $39 of asset shut downs.
The 2012 restructuring program charges impacted segment earnings as follows: Agriculture - $11, Electronics & Communications
- $9, Industrial Biosciences - $3, Nutrition & Health - $53, Performance Chemicals - $3, Performance Materials - $13, and Safety
& Protection - $58, as well as Corporate expenses - $84.
In the fourth quarter 2013, the company recorded a net reduction of $(17) in the estimated costs associated with the 2012 restructuring
program. This net reduction was primarily due to lower than estimated individual severance costs and workforce reductions through
non-severance programs. The net reduction impacted segment earnings for the year ended December 31, 2013 as follows: Agriculture
- $(2), Electronics & Communications - $2, Industrial Biosciences - $(1), Nutrition & Health - $(3), Performance Chemicals - $1,
Performance Materials - $(1), and Safety & Protection - $(2), Other - (2), as well as Corporate expenses - $(9).
The actions and payments related to the 2012 restructuring program were substantially complete as of December 31, 2013.
Account balances and activity for the 2012 restructuring program are summarized below:
Charges to income in 2012
Charges to accounts:
Payments
Net translation adjustment
Asset write-offs and adjustments
Balance as of December 31, 2012
Payments
Net translation adjustment
Asset write-offs and adjustments
Balance as of December 31, 2013
Asset
Related
Employee
Separation
Costs
Other Non-
Personnel
Charges1
Total
69 $
157 $
8 $
234
—
—
(69)
— $
—
—
—
— $
(4)
1
—
154 $
(82)
(1)
(19)
52 $
(1)
—
—
7 $
(5)
—
2
4 $
(5)
1
(69)
161
(87)
(1)
(17)
56
$
$
$
1.
Other non-personnel charges consist of contractual obligation costs.
Asset Impairments
In the fourth quarter 2013, as a result of strategic decisions related to the thin film photovoltaic market, and during 2012, as a result
of deteriorating conditions in the thin film photovoltaic market, the company determined that impairment triggering events had
occurred and that assessments of the asset group related to its thin film photovoltaic modules and systems were warranted. These
assessments determined that the carrying value of the asset group exceeded its fair value. As a result of the impairment tests, $129
and $150 of pre-tax impairment charges were recorded during 2013 and 2012, respectively, within the Electronics & Communications
segment.
F-15
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
During 2012, as a result of strategic decisions related to deteriorating conditions within a specific industrial chemicals market, the
company determined that an impairment triggering event had occurred and that an assessment of the asset group related to this
industrial chemical was warranted. This assessment determined that the carrying value of the asset group exceeded its fair value.
As a result of the impairment test, a $33 pre-tax impairment charge was recorded within the Performance Chemicals segment.
During 2012, as a result of deteriorating conditions in an industrial polymer market, the company determined that an impairment
triggering event had occurred and that an assessment of the asset group related to this polymer product was warranted. This
assessment determined that the carrying value of the asset group exceeded its fair value. As a result of the impairment test, a $92
pre-tax impairment charge was recorded within the Performance Materials segment.
The bases of the fair value for the charges above were calculated utilizing a discounted cash flow approach which included
assumptions concerning future operating performance and economic conditions that may differ from actual cash flows. In connection
with the matters discussed above, as of December 31, 2013 and 2012, the company had long-lived assets with a remaining net book
value of approximately $90 and $150, respectively, accounted for at fair value on a nonrecurring basis after initial recognition.
These nonrecurring fair value measurements were determined using level 3 inputs within the fair value hierarchy, as described in
Note 1 to the Consolidated Financial Statements.
4. DANISCO ACQUISITION
In January 2011, DuPont and its wholly owned subsidiary, DuPont Denmark Holding ApS (DDHA), entered into a definitive
agreement with Danisco A/S (Danisco), a global enzyme and specialty food ingredients company, for DDHA to make a public
tender offer for all of Danisco's outstanding shares at a price of 665 Danish Kroner (DKK) in cash per share. On April 29, 2011,
DDHA increased the price of its tender offer to acquire all of the outstanding shares of Danisco to DKK 700 in cash per share.
On May 19, 2011, the company acquired approximately 92.2 percent of Danisco's outstanding shares, excluding treasury shares,
pursuant to the previously announced tender offer. From May 19, 2011 to September 22, 2011, DuPont acquired all of Danisco's
remaining outstanding shares. This acquisition has established DuPont as a leader in industrial biotechnology with science-
intensive innovations that address global challenges in food production and reduced fossil fuel consumption. The Danisco
acquisition was valued at $6,417, plus net debt assumed of $617.
As part of the Danisco acquisition, DuPont incurred $85 in transaction related costs during 2011, which were recorded in other
operating charges. In 2011, Danisco contributed net sales of $1,713 and net income attributable to DuPont of $(7), which excludes
$30 after-tax ($39 pre-tax) of additional interest expense related to the debt issued to finance the acquisition. Danisco's contributions
included a $125 after-tax ($175 pre-tax) charge related to the fair value step-up of inventories acquired and sold during 2011.
5. OTHER INCOME, NET
Cozaar®/Hyzaar® income
Royalty income
Interest income
Equity in earnings of affiliates, excluding exchange gains/losses1
Gain on sale of equity method investment
Net gains on sales of other assets
Net exchange losses1
Miscellaneous income and expenses, net2
Other income, net
2013
2012
2011
$
14 $
54 $
187
136
37
9
25
(128)
130
177
109
99
122
130
(215)
22
$
410 $
498 $
282
189
110
191
—
89
(146)
27
742
1.
The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated
monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize,
on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The net pre-tax exchange gains and losses are recorded in other
income, net and the related tax impact is recorded in provision for income taxes on continuing operations on the Consolidated Income Statements. Exchange
gains (losses) related to earnings of affiliates was $4, $3 and $1 for 2013, 2012 and 2011, respectively. The $(128) net exchange loss for the year ended
December 31, 2013, includes a $(33) exchange loss, associated with the devaluation of the Venezuelan bolivar.
2. Miscellaneous income and expenses, net, generally includes interest items, certain insurance recoveries and litigation settlements, and other items.
F-16
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
6. PROVISION FOR INCOME TAXES
Current tax expense (benefit) on continuing operations:
U.S. federal
U.S. state and local
International
Total current tax expense on continuing operations
Deferred tax expense (benefit) on continuing operations:
U.S. federal
U.S. state and local
International
Total deferred tax (benefit) expense on continuing operations
Provision for income taxes on continuing operations
$
2013
2012
2011
$
160 $
121 $
23
677
860
(193)
(65)
24
(234)
626 $
16
663
800
(105)
(46)
(33)
(184)
616 $
353
(20)
482
815
(143)
(4)
(21)
(168)
647
The significant components of deferred tax assets and liabilities at December 31, 2013 and 2012, are as follows:
2013
2012
Asset
Liability
Asset
Liability
Depreciation
Accrued employee benefits
Other accrued expenses
Inventories
Unrealized exchange gains/losses
Tax loss/tax credit carryforwards/backs
Investment in subsidiaries and affiliates
Amortization of intangibles
Other
Valuation allowance
Net deferred tax asset
$
$
$
— $
3,754
818
275
65
2,615
189
109
316
(1,764)
6,377 $
2,144
1,707 $
512
87
151
—
—
245
1,372
159
—
4,233 $
$
— $
5,198
723
231
—
2,733
78
58
244
(1,914)
7,351 $
3,589
An analysis of the company's effective income tax rate (EITR) on continuing operations is as follows:
Statutory U.S. federal income tax rate
Exchange gains/losses1
Domestic operations
Lower effective tax rates on international operations-net2
Tax settlements
Sale of a business
U.S. research & development credit 2
2013
2012
2011
35.0%
0.8
(3.2)
(12.3)
(0.2)
—
(2.2)
17.9%
35.0%
0.1
(2.3)
(10.9)
(2.0)
—
—
19.9%
1,696
167
65
105
37
—
92
1,335
265
—
3,762
35.0%
(0.8)
(2.5)
(11.6)
(0.2)
(2.3)
(0.9)
16.7%
1.
2.
Principally reflects the impact of non-taxable exchange gains and losses resulting from remeasurement of foreign currency-denominated monetary assets
and liabilities. Further information about the company's foreign currency hedging program is included in Note 20 under the heading Foreign Currency Risk.
On January 2, 2013, U.S. tax law was enacted which extended through 2013 (and retroactive to 2012) several expired or expiring temporary business tax
provisions. In accordance with GAAP, this extension was taken into account in the quarter in which the legislation was enacted (i.e. first quarter 2013).
F-17
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Consolidated income from continuing operations before income taxes for U.S. and international operations was as follows:
U.S. (including exports)
International
2013
2012
2011
$
$
962 $
2,527
3,489 $
640 $
2,448
3,088 $
718
3,161
3,879
The increase in pre-tax earnings from continuing operations from 2013 to 2012 is primarily driven by higher worldwide sales
volume, lower Imprelis® herbicide claims, net of insurance recoveries, and lower employee separation/asset related charges in
2013, partly offset by lower local selling prices and negative currency impact. See Note 16 and Note 3 for additional information
relating to Imprelis® claims and employee separation/asset related charges, respectively. In 2013 and 2012, the U.S. recorded
exchange gain (loss) associated with the hedging program of $35 and $(157), respectively. While the taxation of the amounts
reflected on the chart above does not correspond precisely to the jurisdiction of taxation (due to taxation in multiple countries,
exchange gains/losses, etc.), it represents a reasonable approximation of the income before income taxes split between U.S. and
international jurisdictions. See Note 20 for additional information regarding the company's hedging program.
Under the tax laws of various jurisdictions in which the company operates, deductions or credits that cannot be fully utilized for
tax purposes during the current year may be carried forward or back, subject to statutory limitations, to reduce taxable income or
taxes payable in future or prior years. At December 31, 2013, the tax effect of such carryforwards/backs, net of valuation allowance
approximated $1,199. Of this amount, $1,009 has no expiration date, $19 expires after 2013 but before the end of 2018 and $171
expires after 2018.
At December 31, 2013, unremitted earnings of subsidiaries outside the U.S. totaling $15,978 were deemed to be indefinitely
reinvested. No deferred tax liability has been recognized with regard to the remittance of such earnings. It is not practical to
estimate the income tax liability that might be incurred if such earnings were remitted to the U.S.
Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which
it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by
the taxing authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized
in the company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income
taxes. It is reasonably possible that changes to the company's global unrecognized tax benefits could be significant, however, due
to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases
or decreases that may occur within the next twelve months cannot be made.
F-18
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The company and/or its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and non-U.S.
jurisdictions. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax
examinations by tax authorities for years before 2004. A reconciliation of the beginning and ending amounts of unrecognized tax
benefits is as follows:
Total unrecognized tax benefits as of January 1
Gross amounts of decreases in unrecognized tax benefits as a result of tax positions
taken during the prior period
Gross amounts of increases in unrecognized tax benefits as a result of tax positions
taken during the prior period
Gross amounts of increases in unrecognized tax benefits as a result of tax positions
taken during the current period
Amount of decreases in the unrecognized tax benefits relating to settlements with taxing
authorities
Reduction to unrecognized tax benefits as a result of a lapse of the applicable statute of
limitations
Exchange gain (loss)
Total unrecognized tax benefits as of December 31
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate
Total amount of interest and penalties recognized in the Consolidated Income Statements
Total amount of interest and penalties recognized in the Consolidated Balance Sheets
2013
2012
2011
$
805 $
800 $
693
(28)
(94)
(82)
76
92
73
78
(19)
(29)
(6)
(19)
901 $
778 $
16 $
122 $
(10)
(13)
805 $
693 $
4 $
116 $
170
79
(6)
(32)
(22)
800
683
7
113
$
$
$
$
F-19
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
7. EARNINGS PER SHARE OF COMMON STOCK
Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the
periods indicated:
Numerator:
Income from continuing operations after income taxes attributable to DuPont $
Preferred dividends
Income from continuing operations after income taxes available to DuPont
common stockholders
Income from discontinued operations after income taxes
Net income available to common stockholders
Denominator:
$
$
$
2013
2012
2011
2,849 $
(10)
2,447 $
(10)
3,192
(10)
2,839 $
2,437 $
3,182
1,999 $
308 $
367
4,838 $
2,745 $
3,549
Weighted-average number of common shares outstanding – Basic
925,984,000
933,275,000
928,417,000
Dilutive effect of the company's employee compensation plans
7,163,000
8,922,000
12,612,000
Weighted average number of common shares outstanding – Diluted
933,147,000
942,197,000
941,029,000
The weighted-average number of common shares outstanding in 2013 decreased as a result of the company's repurchase and
retirement of its common stock, partially offset by the issuance of new shares from the company's equity compensation plans.
The weighted-average number of common shares outstanding in 2012 increased as a result of the issuance of new shares from
the company's equity compensation plans, partially offset by the company's repurchase and retirement of its common stock (see
Notes 19 and 17, respectively).
The following average number of stock options are antidilutive and therefore, are not included in the diluted earnings per share
calculation:
Average number of stock options
2013
2012
2011
2,596,000
12,158,000
4,361,000
The change in the average number of stock options that were antidilutive in 2013 and 2012 was primarily due to changes in the
company's average stock price.
F-20
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
8. ACCOUNTS AND NOTES RECEIVABLE, NET
December 31,
Accounts receivable – trade1
Notes receivable – trade1,2
Other3
2013
2012
4,575 $
195
1,277
6,047 $
4,069
131
1,252
5,452
$
$
1.
2.
3.
Accounts and notes receivable – trade are net of allowances of $269 in 2013 and $243 in 2012. Allowances are equal to the estimated uncollectible amounts.
That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customers' accounts.
Notes receivable – trade primarily consists of receivables within the Agriculture segment for deferred payment loan programs for the sale of seed products
to customers. These loans have terms of one year or less and are primarily concentrated in North America. The company maintains a rigid pre-approval
process for extending credit to customers in order to manage overall risk and exposure associated with credit losses. As of December 31, 2013 and 2012,
there were no significant past due notes receivable, nor were there any significant impairments related to current loan agreements.
Other includes receivables in relation to Cozaar®/Hyzaar® interests, fair value of derivative instruments, value added tax, general sales tax and other taxes.
Accounts and notes receivable are carried at amounts that approximate fair value.
9. INVENTORIES
December 31,
Finished products
Semifinished products
Raw materials, stores and supplies
Adjustment of inventories to a LIFO basis
10. PROPERTY, PLANT AND EQUIPMENT
December 31,
Buildings
Equipment
Land
Construction
2013
2012
4,645 $
2,576
1,360
8,581
(539)
8,042 $
4,449
2,407
1,313
8,169
(604)
7,565
2013
2012
5,283 $
24,714
671
1,763
32,431 $
5,490
24,090
691
1,555
31,826
$
$
$
$
F-21
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
11. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012,
by reportable segment:
Balance as of
December 31,
2013
Goodwill
Adjustments
and
Acquisitions
Balance as of
December 31,
2012
Goodwill
Adjustments
and
Acquisitions
Balance as of
December 31,
2011
Agriculture
$
330 $
99 $
231 $
Electronics & Communications
Industrial Biosciences
Nutrition & Health
Performance Chemicals
Performance Coatings
Performance Materials
Safety & Protection
Total
149
898
2,315
185
—
388
448
4,713 $
$
—
8
1
—
—
(13)
2
97 $
149
890
2,314
185
—
401
446
4,616 $
(1) $
—
24
(8)
—
(809)
(3)
—
(797) $
232
149
866
2,322
185
809
404
446
5,413
Changes in goodwill in 2013 primarily relate to goodwill associated with an acquisition in the Agriculture segment. Changes in
goodwill in 2012 primarily relate to goodwill associated with the Performance Coatings business that was reclassified as held for
sale (see Note 2). In 2013 and 2012, the company performed impairment tests for goodwill and determined that no goodwill
impairments existed.
F-22
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Other Intangible Assets
The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets by major
class:
December 31, 2013
December 31, 2012
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
Intangible assets subject to amortization
(Definite-lived)
Customer lists
Patents
Purchased and licensed technology
Trademarks
Other1
Intangible assets not subject to amortization
(Indefinite-lived)
In-process research and development
Microbial cell factories2
Pioneer germplasm3
Trademarks/tradenames
$
1,818 $
519
1,999
43
242
4,621
43
306
1,050
881
2,280
Total
$
6,901 $
(393) $
(160)
(1,129)
(17)
(106)
(1,805)
1,425 $
1,847 $
359
870
26
136
525
1,929
57
206
2,816
4,564
(330) $
(127)
(1,016)
(29)
(98)
(1,600)
—
—
—
—
—
(1,805) $
43
306
1,050
881
2,280
62
306
975
819
2,162
5,096 $
6,726 $
—
—
—
—
—
(1,600) $
2,162
5,126
1,517
398
913
28
108
2,964
62
306
975
819
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
1.
2. Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes.
The company recognized the microbial cell factories as an intangible asset upon the acquisition of Danisco. This intangible asset is expected to contribute
to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
Pioneer germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The
company recognized germplasm as an intangible asset upon the acquisition of Pioneer. This intangible asset is expected to contribute to cash flows beyond
the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
3.
The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $323, $312 and
$253 for 2013, 2012 and 2011, respectively. The estimated aggregate pre-tax amortization expense from continuing operations
for 2014, 2015, 2016, 2017 and 2018 is $371, $377, $339, $212 and $209, respectively, which are primarily reported in cost of
goods sold.
12. SHORT-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS
December 31,
Other loans-various currencies
Long-term debt payable within one year
Capital lease obligations
2013
2012
44
1,674
3
1,721 $
20
1,252
3
1,275
$
The estimated fair value of the company's short-term borrowings, including interest rate financial instruments, was determined
using level 2 inputs within the fair value hierarchy, as described in Note 1 to the Consolidated Financial Statements. Based on
quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining
maturities, the fair value of the company's short-term borrowings was $1,730 and $1,300 at December 31, 2013 and 2012,
respectively.
F-23
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Unused bank credit lines were approximately $4,400 and $4,300 at December 31, 2013 and 2012, respectively. These lines are
available to support short-term liquidity needs and general corporate purposes including letters of credit. Outstanding letters of
credit were $352 and $503 at December 31, 2013 and 2012, respectively. These letters of credit support commitments made in
the ordinary course of business.
The weighted-average interest rate on short-term borrowings outstanding at December 31, 2013 and 2012 was 3.0% and 4.8%,
respectively. The decrease in the interest rate for 2013 was primarily due to long-term debt maturing within one year.
13. OTHER ACCRUED LIABILITIES
December 31,
Compensation and other employee-related costs
Deferred revenue
Employee benefits (Note 18)
Discounts and rebates
Derivative instruments
Miscellaneous
2013
2012
$
$
1,045 $
2,839
335
328
105
1,567
6,219 $
1,092
2,706
367
318
131
1,383
5,997
Deferred revenue principally includes advance customer payments within the Agriculture segment. Miscellaneous other accrued
liabilities principally includes accrued plant and operating expenses, accrued litigation costs, employee separation costs in
connection with the company's restructuring programs, the estimated value of certain guarantees and accrued environmental
remediation costs.
F-24
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
14. LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS
December 31,
U.S. dollar:
Medium-term notes due 2013 – 20411,2
5.00% notes due 20132
5.00% notes due 20132
5.875% notes due 20142
1.75% notes due 20142
Floating rate notes due 20142,3
4.875% notes due 20142
3.25% notes due 20154
4.75% notes due 2015
1.95% notes due 2016
2.75% notes due 2016
5.25% notes due 2016
6.00% notes due 20185
5.75% notes due 2019
4.625% notes due 2020
3.625% notes due 2021
4.25% notes due 2021
2.80% notes due 2023
6.50% debentures due 2028
5.60% notes due 2036
4.90% notes due 2041
4.15% notes due 2043
Other loans (average interest rate of 4.2 percent)2
Other loans-various currencies2
Less short-term portion of long-term debt
Capital lease obligations
Total
2013
2012
$
121 $
—
—
170
400
600
500
374
250
749
170
400
600
499
1,028
1,054
400
498
500
599
1,361
499
997
999
499
1,250
299
395
494
749
33
1
12,392
1,674
10,718
23
$
10,741 $
400
497
499
599
1,383
499
997
999
499
—
299
395
493
—
36
2
11,693
1,252
10,441
24
10,465
1.
2.
3.
4.
5.
Average interest rates on medium-term notes at December 31, 2013 and 2012 were 0.0% and 4.0%, respectively.
Includes long-term debt due within one year.
Interest rate on floating rate notes at December 31, 2013 and 2012 was 0.7%.
At December 31, 2013 and 2012, the company had outstanding interest rate swap agreements with gross notional amounts of $1,000. Over the remaining
terms of the notes, the company will receive fixed payments equivalent to the underlying debt and pay floating payments based on USD LIBOR (London
Interbank Offered Rate). The fair value of outstanding swaps was an asset of $29 and $55 at December 31, 2013 and 2012, respectively.
During 2008, the interest rate swap agreement associated with these notes was terminated. The gain will be amortized over the remaining life of the bond,
resulting in an effective yield of 3.85%.
In 2013, the company issued $1,250 of 2.80% Notes due February 15, 2023 and $750 of 4.15% Notes due February 15, 2043.
Maturities of long-term borrowings are $1,429, $1,597, $0 and $1,361 for the years 2015, 2016, 2017 and 2018, respectively, and
$6,331 thereafter.
F-25
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The estimated fair value of the company's long-term borrowings, including interest rate financial instruments, was determined
using level 2 inputs within the fair value hierarchy, as described in Note 1 to the Consolidated Financial Statements. Based on
quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining
maturities, the fair value of the company's long-term borrowings was $11,130 and $11,715 at December 31, 2013 and 2012,
respectively.
15. OTHER LIABILITIES
December 31,
Employee benefits:
Accrued other long-term benefit costs (Note 18)
Accrued pension benefit costs (Note 18)
Accrued environmental remediation costs
Miscellaneous
2013
2012
$
$
2,530 $
5,575
374
1,700
10,179 $
3,271
9,303
353
1,760
14,687
Miscellaneous includes asset retirement obligations, litigation accruals, tax contingencies, royalty payables and certain obligations
related to divested businesses.
16. COMMITMENTS AND CONTINGENT LIABILITIES
Guarantees
Indemnifications
In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that
may arise in connection with these transactions and business activities prior to the completion of the transaction. The term of these
indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the
company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against
liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the
indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the
indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future
payments is generally unlimited.
Obligations for Equity Affiliates & Others
The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates,
customers and suppliers. At December 31, 2013, the company had directly guaranteed $561 of such obligations. This amount
represents the maximum potential amount of future (undiscounted) payments that the company could be required to make under
the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party.
The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These
default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical
default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available
credit history, a cumulative average default rate is used.
F-26
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers.
Assuming liquidation, these assets are estimated to cover approximately 54% of the $376 of guaranteed obligations of customers
and suppliers. Set forth below are the company's guaranteed obligations at December 31, 2013:
Obligations for customers and suppliers1:
Bank borrowings (terms up to 7 years)
Leases on equipment and facilities (terms up to 5 years)
Obligations for equity affiliates2:
Bank borrowings (terms up to 1 year)
Total
Short-Term
Long-Term
Total
$
$
309 $
—
185
494 $
66 $
1
—
67 $
375
1
185
561
Existing guarantees for customers and suppliers, as part of contractual agreements.
1
2 Existing guarantees for equity affiliates' liquidity needs in normal operations.
Operating Leases
The company uses various leased facilities and equipment in its operations. The terms for these leased assets vary depending on
the lease agreement.
Future minimum lease payments (including residual value guarantee amounts) under non-cancelable operating leases are $288,
$262, $239, $208 and $180 for the years 2014, 2015, 2016, 2017 and 2018, respectively, and $347 for subsequent years and are
not reduced by non-cancelable minimum sublease rentals due in the future in the amount of $1. Net rental expense under operating
leases was $303, $316 and $268 in 2013, 2012 and 2011, respectively.
Asset Retirement Obligations
The company has recorded asset retirement obligations primarily associated with closure, reclamation and removal costs for mining
operations related to the production of titanium dioxide in Performance Chemicals. The company's asset retirement obligation
liabilities were $63 and $64 at December 31, 2013 and 2012.
Imprelis®
The company has received claims and has been served with multiple lawsuits alleging that the use of Imprelis® herbicide caused
damage to certain trees. Sales of Imprelis® were suspended in August 2011 and the product was last applied during the 2011 spring
application season. The lawsuits seeking class action status have been consolidated in multidistrict litigation in federal court in
Philadelphia, Pennsylvania.
In February 2013, the court granted preliminary approval of a class action settlement. The settlement incorporates the company's
existing claims process and provides certain additional relief. The proposed settlement class includes affected property owners
and lawn care companies who do not "opt out" of the settlement. As part of the settlement, DuPont has paid $7 in plaintiffs' attorney
fees and expenses. In addition, DuPont is providing a warranty against new damage, if any, caused by the use of Imprelis® on
class members' properties through May 2015. The settlement notification process began on March 25, 2013 and ended on June
28, 2013 which was also the last day to “opt out” of the settlement or file a new claim. The final approval hearing was held on
September 27, 2013 and on October 17, 2013, the court issued an order approving the settlement. One class member has appealed
the order. In addition, about 125 individual actions encompassing about 400 claims for property damage have been filed in state
court in various jurisdictions. DuPont has removed most of these cases to federal court in Philadelphia, Pennsylvania. Once
removed to federal court, the individual actions remain stayed pending further action by the court.
The company has established review processes to verify and evaluate damage claims. There are several variables that impact the
evaluation process including the number of trees on a property, the species of tree with reported damage, the height of the tree,
the extent of damage and the possibility for trees to naturally recover over time. Upon receiving claims, DuPont verifies their
accuracy and validity which often requires physical review of the property.
F-27
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
At December 31, 2013, DuPont had recorded charges of $1,175, within other operating charges, which represents the company's
best estimate of the loss associated with resolving these claims. The year ended December 31, 2013, included net charges of $352,
consisting of a $425 charge offset by $73 of insurance recoveries. The years ended December 31, 2012 and 2011, included charges
of $575 and $175, respectively. At December 31, 2013, DuPont had accruals of $489 related to these claims. The company has
an applicable insurance program with a deductible equal to the first $100 of costs and expenses. The insurance program limits are
$725 for costs and expenses in excess of the $100. DuPont has submitted and will continue to submit requests for payment to its
insurance carriers for costs associated with this matter. The company has begun to receive payment from its insurance carriers
and continues to seek recovery although the timing and outcome remain uncertain.
Litigation
The company is subject to various legal proceedings arising out of the normal course of its business including product liability,
intellectual property, commercial, environmental and antitrust lawsuits. It is not possible to predict the outcome of these various
proceedings. Except as otherwise noted, management does not anticipate their resolution will have a materially adverse effect on
the company's consolidated financial position or liquidity. However, the ultimate liabilities could be significant to results of
operations in the period recognized.
PFOA
DuPont used PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), as a processing aid to
manufacture some fluoropolymer resins at various sites around the world including its Washington Works plant in West Virginia.
At December 31, 2013, DuPont has accruals of $15 related to the PFOA matters discussed below.
The accrual includes charges related to DuPont's obligations under agreements with the U.S. Environmental Protection Agency
and voluntary commitments to the New Jersey Department of Environmental Protection. These obligations include surveying,
sampling and testing drinking water in and around certain company sites and offering treatment or an alternative supply of drinking
water if tests indicate the presence of PFOA in drinking water at or greater than the national Provisional Health Advisory.
Drinking Water Actions
In August 2001, a class action, captioned Leach v DuPont, was filed in West Virginia state court alleging that residents living near
the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water.
DuPont and attorneys for the class reached a settlement in 2004 that binds about 80,000 residents. In 2005, DuPont paid the
plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel designated to fund a community
health project. The company funded a series of health studies which were completed in October 2012 by an independent science
panel of experts (the “C8 Science Panel”). The studies were conducted in communities exposed to PFOA to evaluate available
scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and
human disease.
The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-
induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed
high cholesterol.
In May 2013, a panel of three independent medical doctors released its initial recommendations for screening and diagnostic
testing of eligible class members. The medical panel is expected to address monitoring and may make additional recommendations
in a subsequent report. The medical panel has not communicated its anticipated schedule for completion. The company is obligated
to fund up to $235 for a medical monitoring program for eligible class members. In January 2012, the company put $1 in an
escrow account to fund medical monitoring as required by the settlement agreement. The court has appointed a Medical Monitoring
Director to implement the medical panel's recommendations who is in the process of setting up a program. Testing has not yet
begun and no money has been disbursed from the fund. While it is probable that the company will incur losses related to funding
the medical monitoring program, such losses cannot be reasonably estimated due to uncertainties surrounding implementation.
In addition, the company must continue to provide water treatment designed to reduce the level of PFOA in water to six area water
districts, including the Little Hocking Water Association (LHWA), and private well users.
F-28
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Additional Actions
An Ohio action brought by the LHWA is ongoing. In addition to general claims of PFOA contamination of drinking water, the
action claims “imminent and substantial endangerment to health and or the environment” under the Resource Conservation and
Recovery Act (RCRA). DuPont denies these claims and is defending itself vigorously.
Class members may pursue personal injury claims against DuPont only for those human diseases for which the C8 Science Panel
determined a probable link exists. At December 31, 2013, eighty-three lawsuits alleging personal injury including five lawsuits
alleging wrongful death from exposure to PFOA in drinking water are pending in federal court in Ohio and West Virginia. This is
an increase in pending cases of fifty-seven over year end 2012. These cases have been consolidated for discovery purposes in
multi-district litigation in Ohio federal court. DuPont denies the allegations in these lawsuits and is defending itself vigorously.
While DuPont believes that it is reasonably possible that it could incur losses related to these additional actions, a range of such
losses, if any, cannot be reasonably estimated at this time.
Monsanto Patent Dispute
On August 1, 2012, a St. Louis, Missouri jury awarded $1,000 in damages to Monsanto on its claims that the company willfully
infringed Monsanto's RE 39,247 patent directed to Roundup® Ready® 1 glyphosate herbicide tolerance soybean seed technology.
Monsanto alleged that by combining Pioneer's Optimum® GAT® trait with Monsanto's patented Roundup® Ready® trait, Pioneer
violated its 2002 Amended and Restated Roundup® Ready® Soybean License Agreement and, in doing so, infringed Monsanto's
RE 39,247 patent. The company has never sold soybeans containing a combination of the Optimum® GAT® and Roundup® Ready®
traits and discontinued in 2011 its commercialization efforts for such soybeans.
In March 2013, Pioneer and Monsanto entered into technology license agreements. As part of those agreements, the company
received, among other things, a non-exclusive royalty bearing license in the United States and Canada for Monsanto's Genuity®
Roundup Ready 2 Yield® glyphosate tolerance trait and its dicamba tolerance trait for soybeans, post-patent regulatory access and
maintenance support for Roundup Ready® 1 glyphosate tolerance trait for soybeans, Genuity® Roundup Ready 2 glyphosate
tolerance trait for corn and YieldGard® corn borer insect resistance trait. The agreements require the company to make a series of
up-front and variable payments subject to Monsanto delivering enabling soybean genetic material. Total annual fixed royalty
payments of $802 contemplated under the arrangement for trait technology, associated data and soybean lines to support commercial
introduction are expected to come due in years 2014 - 2017. Additionally, beginning in 2018, DuPont will pay royalties on a per
unit basis related to the Genuity® Roundup Ready 2 Yield® and dicamba tolerance traits for the life of the license, subject to annual
minimum payments through 2023 totaling $950.
In a separate agreement, the company agreed to dismiss with prejudice its antitrust claims against Monsanto in exchange for a
dismissal with prejudice of Monsanto's patent infringement claims and the related damages verdict. Accordingly, as of the first
quarter 2013 this matter was resolved, but for the court-ordered sanctions against the company for “fraud against the court.” The
court unsealed the order in November 2012. The parties agreed to present the sanctions and related rulings for immediate appeal
and those matters are presently on appeal.
Titanium Dioxide Antitrust Litigation
In February 2010, two suits were filed in Maryland federal district court alleging conspiracy among DuPont, Huntsman International
LLC, Kronos Worldwide Inc., Millenium Inorganics Chemicals Inc. and others to fix prices of titanium dioxide sold in the United
States between March 2002 and the present. The cases were subsequently consolidated and in August 2012, the court certified a
class consisting of U.S. customers that have directly purchased titanium dioxide since February 1, 2003.
During the third quarter 2013, DuPont and plaintiffs agreed to settle this matter, subject to court approval. In connection therewith,
the company has recorded charges of $72, within other operating charges, at December 31, 2013. The settlement explicitly
acknowledges that DuPont denies all allegations and does not admit liability. The court entered the order granting final approval
to the settlement on December 13, 2013. The settlement was paid in January 2014.
F-29
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Environmental
The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the
company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or
petroleum substances by the company or other parties. The company accrues for environmental remediation activities consistent
with the policy set forth in Note 1. Much of this liability results from the Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA, often referred to as Superfund), RCRA and similar state and global laws. These laws require the
company to undertake certain investigative, remediation and restoration activities at sites where the company conducts or once
conducted operations or at sites where company-generated waste was disposed. The accrual also includes estimated costs related
to a number of sites identified by the company for which it is probable that environmental remediation will be required, but which
are not currently the subject of enforcement activities.
Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend
on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies,
as well as the presence or absence of potentially responsible parties. At December 31, 2013, the Consolidated Balance Sheet
included a liability of $458, relating to these matters and, in management's opinion, is appropriate based on existing facts and
circumstances. The average time frame, over which the accrued or presently unrecognized amounts may be paid, based on past
history, is estimated to be 15-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in
circumstances, potential liability may range up to three times the amount accrued as of December 31, 2013.
17. STOCKHOLDERS' EQUITY
Share Repurchase Program
In January 2014, the company’s Board of Directors authorized a $5,000 share buyback plan that will replace the company’s 2011
plan. There is no required completion date for purchases under the 2014 plan.
In December 2012, the company's Board of Directors authorized a $1,000 share buyback plan. In February 2013, the company
entered into an accelerated share repurchase (ASR) agreement with a financial institution under which the company used $1,000
of the proceeds from the sale of Performance Coatings for the purchase of shares of common stock. The 2012 $1,000 share buyback
plan was completed in the second quarter 2013 through the ASR agreement, under which the company purchased and retired 20.4
million shares.
During 2012, the company purchased and retired 7.8 million shares at a total cost of $400. These purchases completed the 2001
$2,000 share buyback plan and began purchases under a $2,000 share buyback plan authorized by the company's Board of Directors
in April 2011. Under the completed 2001 plan, the company purchased a total of 42.0 million shares. Under the 2011 plan, the
company has purchased 5.5 million shares at a total cost of $284 as of December 31, 2013.
Common stock held in treasury is recorded at cost. When retired, the excess of the cost of treasury stock over its par value is
allocated between reinvested earnings and additional paid-in capital.
F-30
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2013, 2012 and 2011:
Shares of common stock
Balance January 1, 2011
Issued
Repurchased
Retired
Balance December 31, 2011
Issued
Repurchased
Retired
Balance December 31, 2012
Issued
Repurchased
Retired
Balance December 31, 2013
Issued
Held In Treasury
1,004,351,000
22,650,000
—
(13,837,000)
1,013,164,000
14,671,000
—
(7,778,000)
1,020,057,000
14,370,000
—
(20,400,000)
1,014,027,000
(87,041,000)
—
(13,837,000)
13,837,000
(87,041,000)
—
(7,778,000)
7,778,000
(87,041,000)
—
(20,400,000)
20,400,000
(87,041,000)
Noncontrolling Interest
In May 2012, the company completed the acquisition of the remaining 28 percent interest in the Solae, LLC joint venture from
Bunge Limited for $447. As the purchase of the remaining interest did not result in a change of control, the difference between
the carrying value of the noncontrolling interest of $378 and the consideration paid, net of taxes of $78, was recorded as a $9
increase to additional paid-in capital.
F-31
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Other Comprehensive Income
A summary of the pre-tax, tax, and after-tax effects of the components of other comprehensive income for the years ended
December 31, 2013, 2012, and 2011 is provided as follows:
For the year ended December 31,
2013
Tax
Pre-
Tax
After-
Tax
Pre-
Tax
2012
Tax
2011
After-
Tax
Pre-Tax Tax
After-
Tax
Affected Line Item
in Consolidated
Income Statements1
Cumulative translation adjustment
$
25 $ — $
25 $
77 $ — $
77 $
(457) $ — $
(457)
Net revaluation and clearance of cash flow
hedges to earnings:
Additions and revaluations of derivatives
designated as cash flow hedges
Clearance of hedge results to earnings:
Foreign currency contracts
Commodity contracts
Net revaluation and clearance of cash flow
hedges to earnings
Pension benefit plans:
Net gain (loss)
(58)
22
(36)
8
(6)
2
10
(5)
5 See (2) below
(1)
(24)
(83)
—
10
32
(1)
(14)
(21)
(44)
(51)
(57)
8
20
22
(13)
(24)
15
81
(5)
(31)
10 Net sales
50 Cost of goods sold
(35)
106
(41)
65
3,293
(1,136)
2,157
(1,433)
437
(996)
(4,069) 1,402
(2,667) See (2) below
Prior service benefit (cost)
62
(22)
40
22
(8)
14
(2)
—
(2) See (2) below
Reclassifications to net income:
Amortization of prior service cost
Amortization of loss
Curtailment loss
Settlement loss
8
(2)
957
(331)
1
152
—
(45)
6
626
1
107
13
(4)
9
16
(5)
11 See (3) below
887
(305)
582
613
(210)
403 See (3) below
2
5
—
(2)
2
3
—
—
—
—
— See (3) below
— See (3) below
Pension benefit plans, net
4,473
(1,536)
2,937
(504)
118
(386)
(3,442) 1,187
(2,255)
Other benefit plans:
Net gain (loss)
Prior service benefit (cost)
Reclassifications to net income:
Amortization of prior service benefit
Amortization of loss
Curtailment (gain) loss
Settlement loss
Other benefit plans, net
513
211
(184)
(72)
329
139
(60)
17
(43)
(437)
151
(286) See (2) below
857
(299)
558
(11)
4
(7) See (2) below
(195)
76
(154)
1
69
(27)
54
—
452
(160)
49
(100)
1
292
—
(126)
(155)
54
(33)
(1)
—
(101)
(121)
61
2
—
60
—
—
43
(21)
—
—
(78) See (3) below
39 See (3) below
— See (3) below
— See (3) below
94
3
—
739
(262)
477
(509)
177
(332)
(2)
1
(1)
2
(1)
1
Net unrealized (loss) gain on securities
1
(1)
Other comprehensive income (loss)
$ 4,868 $(1,665) $ 3,203 $
253 $ (121) $
132 $ (4,300) $1,322 $ (2,978)
1
2
3
Represents the income statement line item within the Consolidated Income Statement affected by the pre-tax reclassification out of other comprehensive
income (loss).
These amounts represent changes in accumulated other comprehensive income excluding changes due to reclassifying amounts to the Consolidated Income
Statements.
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost of the company's pension and other
long-term employee benefit plans. See Note 18 for additional information.
Tax (expense) benefit recorded in Stockholders' Equity was $(1,617), $(70) and $1,365 for the years 2013, 2012 and 2011,
respectively. Included in these amounts were tax benefits of $48, $51 and $43 for the years 2013, 2012 and 2011, respectively,
associated with stock compensation programs. The remainder consists of amounts recorded within other comprehensive income
(loss) as shown in the table above.
F-32
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The changes and after-tax balances of components comprising accumulated other comprehensive income (loss) are summarized
below:
Cumulative
Translation
Adjustment
Net Revaluation
and Clearance of
Cash Flow Hedges
to Earnings
Pension Benefit
Plans
Other Benefit
Plans
Unrealized Gain
(Loss) on
Securities
Total
213 $
(31) $
(6,032) $
58 $
2 $
(5,790)
(457)
—
(244) $
12
60
41 $
(2,658)
(293)
414
(8,276) $
(39)
(274) $
1
—
3 $
(3,395)
435
(8,750)
77
(1)
(1,006)
514
(1)
(417)
—
(167) $
(37)
3 $
596
(8,686) $
(38)
202 $
—
2 $
521
(8,646)
2011
Balance January 1, 2011
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from accumulated
other comprehensive income (loss)
Balance December 31, 2011
2012
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from accumulated
other comprehensive income (loss)
Balance December 31, 2012
2013
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from accumulated
other comprehensive income (loss)
$
$
$
Balance December 31, 2013
$
(140) $
27
—
(36)
2,197
468
(15)
(48) $
740
(5,749) $
(176)
494 $
—
—
2 $
2,656
549
(5,441)
18. LONG-TERM EMPLOYEE BENEFITS
The company offers various long-term benefits to its employees. Where permitted by applicable law, the company reserves the
right to change, modify or discontinue the plans.
Defined Benefit Pensions
The company has both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S.
employees hired prior to January 1, 2007. The benefits under these plans are based primarily on years of service and employees'
pay near retirement. The company's funding policy is consistent with the funding requirements of federal laws and regulations.
Pension coverage for employees of the company's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate,
through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts,
or remain unfunded.
Other Long-term Employee Benefits
The parent company and certain subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors. The
associated plans for retiree benefits are unfunded and the cost of the approved claims is paid from company funds. Essentially all
of the cost and liabilities for these retiree benefit plans are attributable to the U.S. parent company plans. The non-Medicare eligible
retiree medical plan is contributory with pensioners and survivors' contributions adjusted annually to achieve a 50/50 target sharing
of cost increases between the company and pensioners and survivors. In addition, limits are applied to the company's portion of
the retiree medical cost coverage. For Medicare eligible pensioners and survivors the company provides a company-funded Health
Reimbursement Arrangement (HRA). Beginning January 1, 2015, eligible employees who retire on and after that date will receive
the same one-time life insurance benefit payment, regardless of age. The majority of U.S. employees hired on or after January 1,
2007 are not eligible to participate in the post retirement medical, dental and life insurance plans.
The company also provides disability benefits to employees. Employee disability benefit plans are insured in many countries.
However, primarily in the U.S., such plans are generally self-insured. Obligations and expenses for self-insured plans are reflected
in the figures below.
F-33
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Summarized information on the company's pension and other long-term employee benefit plans is as follows:
Obligations and Funded Status at December 31,
Change in benefit obligation
Pension Benefits
Other Benefits
2013
2012
2013
2012
Benefit obligation at beginning of year
$
29,179
$
27,083
$
3,532
$
4,379
Service cost
Interest cost
Plan participants' contributions
Actuarial (gain) loss
Benefits paid
Amendments
Net effects of acquisitions/divestitures
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual gain on plan assets
Employer contributions
Plan participants' contributions
Benefits paid
Net effects of acquisitions/divestitures
Fair value of plan assets at end of year
Funded status
U.S. plans with plan assets
Non-U.S. plans with plan assets
All other plans
Total
Amounts recognized in the Consolidated Balance
Sheets consist of:
Other assets
Other accrued liabilities (Note 13)
Other liabilities (Note 15)
Liabilities related to assets held for sale
Net amount recognized
$
$
$
$
$
$
$
271
1,088
23
(2,104)
(1,626)
(62)
(480)
26,289
19,399
2,714
313
23
(1,626)
(209)
20,614
(3,546)
(686)
(1,443)
(5,675)
3
11
(111)
(5,575)
—
(5,675)
$
$
$
$
$
$
$
277
1,165
24
2,245
(1,593)
(22)
—
29,179
17,794
2,326
848
24
(1,593)
—
19,399
(6,625)
(1,443)
(1,712)
(9,780)
3
5
(110)
(9,303)
(372)
(9,780)
$
$
$
$
$
$
$
29
130
33
(515)
(240)
(211) 1
(4)
2,754
37
174
110
60
(371)
(857) 2
—
$
3,532
— $
—
207
33
(240)
—
— $
— $
—
(2,754)
(2,754)
$
— $
(224)
(2,530)
—
(2,754)
$
—
—
261
110
(371)
—
—
—
—
(3,532)
(3,532)
—
(257)
(3,271)
(4)
(3,532)
1.
2.
3.
Primarily due to amendments in 2013 to the company's U.S. parent company retiree life insurance plan for employees retiring on and after January 1, 2015
and subsidiaries retiree health care plans.
Primarily due to an amendment in 2012 to the company's U.S. parent company retiree medical and dental plans for Medicare eligible pensioners and survivors
from the company sponsored group plans to a company-funded Health Reimbursement Arrangement (HRA).
Includes pension plans maintained around the world where funding is not customary.
F-34
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The pre-tax amounts recognized in accumulated other comprehensive loss are summarized below:
December 31,
Net loss
Prior service benefit (cost)
Pension Benefits
Other Benefits
2013
2012
2013
2012
$
$
(8,640) $
9
(8,631) $
(13,042) $
(62)
(13,104) $
(647) $
1,433
786 $
(1,233)
1,567
334
The accumulated benefit obligation for all pension plans was $24,685 and $27,243 at December 31, 2013 and 2012, respectively.
Information for pension plans with projected benefit obligation in excess of plan assets
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Information for pension plans with accumulated benefit obligations in excess of plan assets
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Components of net periodic benefit cost (credit) and amounts recognized in other
comprehensive income
Net periodic benefit cost
Service cost
Interest cost
Expected return on plan assets
Amortization of loss
Amortization of prior service cost
Curtailment loss
Settlement loss
Net periodic benefit cost1
Changes in plan assets and benefit obligations recognized in other
comprehensive income
Net (gain) loss
Amortization of loss
Prior service (benefit) cost
Amortization of prior service cost
Curtailment loss
Settlement loss
Total (benefit) loss recognized in other comprehensive income
Noncontrolling interest
Accumulated other comprehensive income assumed from purchase of
noncontrolling interest
Total (benefit) loss recognized in other comprehensive income, attributable to
DuPont
Total recognized in net periodic benefit cost and other comprehensive income
$
$
2013
2012
26,158 $
24,574
20,472
29,043
27,130
19,258
2013
2012
25,350 $
23,906
19,744
28,925
27,064
19,179
Pension Benefits
2013
2012
2011
$
271 $
277 $
1,088
(1,524)
957
8
1
152
953 $
(3,293) $
(957)
(62)
(8)
(1)
(152)
(4,473) $
—
1,165
(1,517)
887
13
2
5
832 $
1,433 $
(887)
(22)
(13)
(2)
(5)
504 $
(1)
—
25
(4,473) $
(3,520) $
528 $
1,360 $
$
$
$
$
$
249
1,253
(1,475)
613
16
—
—
656
4,069
(613)
2
(16)
—
—
3,442
(11)
—
3,431
4,087
1.
The above amounts include net periodic benefit cost relating to discontinued operations for 2013, 2012 and 2011 of $3, $42 and $41, respectively.
F-35
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The estimated pre-tax net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost during 2014 are $597 and $3, respectively.
Components of net periodic benefit cost (credit) and amounts recognized in other
comprehensive income
Net periodic benefit cost
Other Benefits
2013
2012
2011
Service cost
Interest cost
Amortization of loss
Amortization of prior service benefit
Curtailment (gain) loss
Settlement loss
Net periodic benefit (credit) cost1
Changes in plan assets and benefit obligations recognized in other
comprehensive income
Net (gain) loss
Amortization of loss
Prior service (benefit) cost
Amortization of prior service benefit
Curtailment gain (loss)
Settlement loss
Total (benefit) loss recognized in other comprehensive income
Accumulated other comprehensive income assumed from purchase of
noncontrolling interest
Total (benefit) loss recognized in other comprehensive income, attributable to
DuPont
Total recognized in net periodic benefit cost and other comprehensive income
$
$
$
$
$
$
29 $
130
76
(195)
(154)
1
(113) $
(513) $
(76)
(211)
195
154
(1)
(452) $
37 $
174
94
(155)
3
—
153 $
60 $
(94)
(857)
155
(3)
—
(739) $
—
1
(452) $
(565) $
(738) $
(585) $
33
212
60
(121)
—
—
184
437
(60)
11
121
—
—
509
—
509
693
1.
The above amounts include net periodic benefit cost relating to discontinued operations for 2013, 2012 and 2011 of $0, $2 and $2, respectively.
The estimated pre-tax net loss and prior service benefit for the other long-term employee benefit plans that will be amortized from
accumulated other comprehensive loss into net periodic benefit cost during 2014 are $55 and $(212), respectively.
Weighted-average assumptions used to determine benefit obligations at December 31,
2013
2012
2013
2012
Pension Benefits
Other Benefits
Discount rate
Rate of compensation increase1
4.58%
4.22%
3.89%
4.13%
4.60%
—%
3.85%
4.40%
1.
The rate of compensation increase represents the single annual effective salary increase that an average plan participant would receive during the participant's
entire career at the company.
Weighted-average assumptions used to determine net
periodic benefit cost for the years ended December 31,
Discount rate
Expected return on plan assets
Rate of compensation increase
2013
2012
2011
2013
2012
2011
3.90%
8.39%
4.14%
4.32%
8.61%
4.18%
5.32%
8.73%
4.24%
3.85%
—%
4.40%
4.49%
—%
4.40%
5.50%
—%
4.50%
Pension Benefits
Other Benefits
F-36
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
For determining U.S. pension plans' net periodic benefit costs, the discount rate, expected return on plan assets and the rate of
compensation increase were 4.10 percent, 8.75 percent and 4.40 percent for 2013.
In connection with the planned sale of the Performance Coatings business (See Note 2), the company updated the discount rate
and expected return on plan assets for the U.S. pension plans during 2012. For determining the U.S. pension plans' net periodic
benefit costs, the weighted discount rate, weighted expected return on plan assets and the rate of compensation increase were 4.38
percent, 8.96 percent and 4.40 percent for 2012. With the continuing challenges in the global economy, the company lowered its
long-term expected return on plan assets during 2012.
For determining U.S. pension plans' net periodic benefit costs, the discount rate, expected return on plan assets and the rate of
compensation increase were 5.50 percent, 9.00 percent and 4.50 percent for 2011.
In the U.S., the discount rate is developed by matching the expected cash flow of the benefit plans to a yield curve constructed
from a portfolio of high quality fixed-income instruments provided by the plan's actuary as of the measurement date. For non-
U.S. benefit plans, the company utilizes prevailing long-term high quality corporate bond indices to determine the discount rate
applicable to each country at the measurement date.
The long-term rate of return on assets in the U.S. was selected from within the reasonable range of rates determined by historical
real returns (net of inflation) for the asset classes covered by the investment policy, expected performance, and projections of
inflation over the long-term period during which benefits are payable to plan participants. Consistent with prior years, the long-
term rate of return on plan assets in the U.S. reflects the asset allocation of the plan and the effect of the company's active management
of the plans' assets. For non-U.S. plans, assumptions reflect economic assumptions applicable to each country.
Assumed health care cost trend rates at December 31,
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
2013
2012
7%
5%
2022
8%
5%
2016
Assumed health care cost trend rates have a modest effect on the amount reported for the health care plan. A one-percentage point
change in assumed health care cost trend rates would have the following effects:
Increase (decrease) on total of service and interest cost
Increase (decrease) on post-retirement benefit obligation
1-Percentage
Point Increase
1-Percentage
Point Decrease
$
7 $
87
(6)
(75)
F-37
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Plan Assets
All pension plan assets in the U.S. are invested through a single master trust fund. The strategic asset allocation for this trust fund
is selected by management, reflecting the results of comprehensive asset liability modeling. The general principles guiding U.S.
pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 (ERISA). These
principles include discharging the company's investment responsibilities for the exclusive benefit of plan participants and in
accordance with the "prudent expert" standard and other ERISA rules and regulations. The company establishes strategic asset
allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance
between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of
those countries. Where appropriate, asset liability studies are utilized in this process. U.S. plan assets and a portion of non-U.S.
plan assets are managed by investment professionals employed by the company. The remaining assets are managed by professional
investment firms unrelated to the company. The company's pension investment professionals have discretion to manage the assets
within established asset allocation ranges approved by senior management of the company. Additionally, pension trust funds are
permitted to enter into certain contractual arrangements generally described as "derivatives." Derivatives are primarily used to
reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.
The weighted-average target allocation for plan assets of the company's U.S. and non-U.S. pension plan is summarized as follows:
Target allocation for plan assets at December 31,
U.S. equity securities
Non-U.S. equity securities
Fixed income securities
Hedge funds
Private market securities
Real estate
Total
2013
2012
27%
21
32
2
11
7
100%
28%
21
29
2
13
7
100%
Equity securities include varying market capitalization levels. U.S. equity investments are primarily large-cap companies. Fixed
income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include
a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S fixed income
securities. Other investments include hedge funds, real estate and private market securities such as interests in private equity and
venture capital partnerships.
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the
company believes its valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value
measurement at the reporting date.
F-38
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The tables below presents the fair values of the company's pension assets by level within the fair value hierarchy, as described in
Note 1, as of December 31, 2013 and 2012, respectively.
Asset Category
Cash and cash equivalents
U.S. equity securities1
Non-U.S. equity securities
Debt – government-issued
Debt – corporate-issued
Debt – asset-backed
Hedge funds
Private market securities
Real estate
Derivatives – asset position
Derivatives – liability position
Pension trust receivables2
Pension trust payables3
Total
Asset Category
Cash and cash equivalents
U.S. equity securities1
Non-U.S. equity securities
Debt – government-issued
Debt – corporate-issued
Debt – asset-backed
Hedge funds
Private market securities
Real estate
Derivatives – asset position
Derivatives – liability position
Pension trust receivables2
Pension trust payables3
Total
Fair Value Measurements at December 31, 2013
Total
Level 1
Level 2
Level 3
$
3,076 $
3,073 $
3 $
4,383
3,965
396
376
51
—
—
73
18
(7)
12,328 $
22
37
1,574
1,566
870
1
5
—
79
(71)
4,086 $
4,432
4,005
1,970
1,961
925
435
2,882
1,179
97
(78)
20,884 $
200
(470)
20,614
—
27
3
—
19
4
434
2,877
1,106
—
—
4,470
Fair Value Measurements at December 31, 2012
Total
Level 1
Level 2
Level 3
2,613 $
2,584 $
3,604
3,842
443
378
40
—
—
82
6
(1)
10,978 $
3,647
3,928
1,714
2,236
1,059
389
2,926
1,236
129
(80)
19,797 $
312
(710)
19,399
29 $
25
86
1,271
1,831
1,017
2
4
—
123
(79)
4,309 $
—
18
—
—
27
2
387
2,922
1,154
—
—
4,510
$
$
$
$
$
1.
2.
3.
The company's pension plans directly held $648 (3 percent of total plan assets) and $449 (2 percent of total plan assets) of DuPont common stock at
December 31, 2013 and 2012, respectively.
Primarily receivables for investment securities sold.
Primarily payables for investment securities purchased.
F-39
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The company's pension plans hold Level 3 assets which are primarily ownership interests in investment partnerships and trusts
that own private market securities and real estate. Fair value is generally based on the company's units of ownership and net asset
value of the investment entity or the company's share of the investment entity's total equity. The table below presents a rollforward
of activity for these assets for the years ended December 31, 2013 and 2012:
Total
U.S. Equity
Securities
Non-U.S.
Equity
Securities
Debt-
Corporate
Issued
Debt-
Asset-
Backed
Hedge
Funds
Private
Market
Securities
Real
Estate
Level 3 Assets
$
4,500 $
28 $
— $
30 $
4 $
392 $
2,959 $
1,087
Beginning balance at December 31,
2011
Realized gain (loss)
Change in unrealized gain (loss)
Purchases, sales and settlements, net
Transfers (out) in of Level 3
14
253
(134)
(123)
(3)
(8)
(1)
2
Ending balance at December 31, 2012
$
4,510 $
18 $
Realized gain (loss)
Change in unrealized gain (loss)
Purchases, sales and settlements, net
Transfers in (out) of Level 3
42
192
(278)
4
—
5
6
(2)
—
—
—
—
— $
—
1
1
1
—
(10)
7
—
—
—
(2)
—
(6)
17
(16)
—
23
179
(114)
(125)
—
75
(8)
—
27 $
2 $
387 $
2,922 $
1,154
—
(8)
(1)
1
—
—
—
2
3
22
22
—
39
95
(181)
2
—
77
(125)
—
Ending balance at December 31, 2013
$
4,470 $
27 $
3 $
19 $
4 $
434 $
2,877 $
1,106
Cash Flow
Contributions
The company made a contribution of $500 to its principal U.S. pension plan in 2012 and no contributions were made in 2011 or
2013. No contributions are expected to be made to the principal U.S. pension plan in 2014. The company contributed $313 and
$207 to its pension plans other than the principal U.S. pension plan and its other long-term employee benefit plans, respectively,
in 2013. The company expects to contribute approximately $344 and $224 to its pension plans other than the principal U.S. pension
plan and its other long-term employee benefit plans, respectively, in 2014.
Estimated Future Benefit Payments
The following benefit payments, which reflect future service, as appropriate, are expected to be paid:
2014
2015
2016
2017
2018
Years 2019-2023
Pension
Benefits
Other Benefits
$
1,620 $
1,611
1,618
1,639
1,648
8,482
224
219
214
209
205
937
Defined Contribution Plan
The company sponsors several defined contribution plans, which cover substantially all U.S. employees. The most significant is
the U.S. parent company's Retirement Savings Plan (the Plan), which reflects the 2009 merger of the Retirement Savings Plan
and the Savings and Investment Plan. This Plan includes a non-leveraged Employee Stock Ownership Plan (ESOP). Employees
are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to
provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the company.
The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of the
company may participate. The company contributes 100 percent of the first 6 percent of the employee's contribution election and
also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution.
F-40
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
The company's contributions to the U.S. parent company's defined contribution plans were $208, $212 and $210 for the years
ended December 31, 2013, 2012 and 2011, respectively. The company's matching contributions vest immediately upon
contribution. The 3 percent nonmatching company contribution vests for employees with at least three years of service. In addition,
the company made contributions to other defined contribution plans of $105, $124 and $84 for the years ended December 31,
2013, 2012 and 2011, respectively. Included in the company's contributions are amounts related to discontinued operations of $2,
$30 and $29 for the years ended December 31, 2013, 2012 and 2011, respectively. The company expects to contribute about $320
to its defined contribution plans in 2014.
19. COMPENSATION PLANS
The total stock-based compensation cost included in the Consolidated Income Statements was $129, $105 and $113 for 2013,
2012 and 2011, respectively. The income tax benefits related to stock-based compensation arrangements were $43, $35 and $37
for 2013, 2012 and 2011, respectively.
In April 2011, the shareholders approved amendments to the DuPont Equity and Incentive Plan (EIP). The EIP provides for equity-
based and cash incentive awards to certain employees, directors, and consultants. Under the amended EIP, the maximum number
of shares reserved for the grant or settlement of awards is 110 million shares, provided that each share in excess of 30 million that
is issued with respect to any award that is not an option or stock appreciation right will be counted against the 110 million share
limit as four and one-half shares. At December 31, 2013, approximately 51 million shares were authorized for future grants under
the company's EIP. The company satisfies stock option exercises and vesting of time-vested restricted stock units (RSUs) and
performance-based restricted stock units (PSUs) with newly issued shares of DuPont common stock.
The company's Compensation Committee determines the long-term incentive mix, including stock options, RSUs and PSUs and
may authorize new grants annually.
Stock Options
The exercise price of shares subject to option is equal to the market price of the company's stock on the date of grant. Options
granted prior to 2004 expire 10 years from date of grant; options granted between 2004 and 2008 serially vested over a three-year
period and carry a six-year option term. Stock option awards granted between 2009 and 2013 expire seven years after the grant
date. The plan allows retirement eligible employees to retain any granted awards upon retirement provided the employee has
rendered at least six months of service following grant date.
For purposes of determining the fair value of stock options awards, the company uses the Black-Scholes option pricing model and
the assumptions set forth in the table below. The weighted-average grant-date fair value of options granted in 2013, 2012 and 2011
was $10.40, $11.81 and $12.32, respectively.
Dividend yield
Volatility
Risk-free interest rate
Expected life (years)
2013
2012
2011
3.6%
34.86%
1.0%
5.3
3.2%
34.87%
0.9%
5.3
3.2%
33.26%
2.3%
5.3
The company determines the dividend yield by dividing the current annual dividend on the company's stock by the option exercise
price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free
interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of
the option granted. Expected life is determined by reference to the company's historical experience.
F-41
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Stock option awards as of December 31, 2013, and changes during the year then ended were as follows:
Number of
Shares
(in thousands)
Weighted
Average
Exercise Price
(per share)
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 2012
Granted
Exercised
Forfeited
Cancelled
Outstanding, December 31, 2013
Exercisable, December 31, 2013
33,359 $
5,758 $
(13,012) $
(253) $
(4,281) $
21,571 $
11,765 $
39.70
47.68
36.31
50.10
50.64
41.58
35.02
4.14 $
2.95 $
505,136
352,427
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the company's
closing stock price on the last trading day of 2013 and the exercise price, multiplied by the number of in-the-money options) that
would have been received by the option holders had all option holders exercised their in-the-money options at year end. The
amount changes based on the fair market value of the company's stock. Total intrinsic value of options exercised for 2013, 2012
and 2011 were $230, $147 and $216, respectively. In 2013, the company realized a tax benefit of $74 from options exercised.
As of December 31, 2013, $34 of total unrecognized compensation cost related to stock options is expected to be recognized over
a weighted-average period of 1.73 years.
RSUs and PSUs
The company issues RSUs that serially vest over a three-year period and, upon vesting, convert one-for-one to DuPont common
stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six
months of service following the grant date. Additional RSUs are also granted periodically to key senior management employees.
These RSUs generally vest over periods ranging from two to five years. The fair value of all stock-settled RSUs is based upon the
market price of the underlying common stock as of the grant date.
The company also grants PSUs to senior leadership. In 2013, there were 313,324 PSUs granted. Vesting for PSUs granted in 2011,
2012 and 2013 is equally based upon corporate revenue growth relative to peer companies and total shareholder return (TSR)
relative to peer companies. Performance and payouts are determined independently for each metric. The actual award, delivered
as DuPont common stock, can range from zero percent to 200 percent of the original grant. The grant-date fair value of the PSUs
granted in 2013, subject to the TSR metric, was $59.05, estimated using a Monte Carlo simulation. The grant-date fair value of
the PSUs, subject to the revenue metric, was based upon the market price of the underlying common stock as of the grant date.
Non-vested awards of RSUs and PSUs as of December 31, 2013 and 2012 are shown below. The weighted-average grant-date fair
value of RSUs and PSUs granted during 2013, 2012 and 2011 was $48.06, $47.17 and $53.19, respectively.
Nonvested, December 31, 2012
Granted
Vested
Forfeited
Nonvested, December 31, 2013
Number of
Shares
(in thousands)
Weighted
Average
Grant Date
Fair Value
(per share)
3,120 $
2,439 $
(1,744) $
(50) $
3,765 $
49.42
48.06
43.22
43.69
52.41
As of December 31, 2013, there was $73 of unrecognized stock-based compensation expense related to nonvested awards. That
cost is expected to be recognized over a weighted-average period of 2.14 years. The total fair value of stock units vested during
2013, 2012 and 2011 was $75, $68 and $74, respectively.
F-42
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Other Cash-based Awards
Cash awards under the EIP plan may be granted to employees who have contributed most to the company's success, with
consideration being given to the ability to succeed to more important managerial responsibility. Such awards were $60, $60 and
$85 for 2013, 2012 and 2011, respectively. The amounts of the awards are dependent on company earnings and are subject to
maximum limits as defined under the governing plans.
In addition, the company has other variable compensation plans under which cash awards may be granted. These plans include
the company's regional and local variable compensation plans and Pioneer's Annual Reward Program. Such awards were $317,
$379 and $386 for 2013, 2012 and 2011, respectively.
20. DERIVATIVES AND OTHER HEDGING INSTRUMENTS
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign
currency, interest rate and commodity price risks. The company has established a variety of derivative programs to be utilized
for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an
assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee,
consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards,
options, futures and swaps. The company has not designated any nonderivatives as hedging instruments.
The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure
monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major
commodity exchanges. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company
utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company's
derivative assets and liabilities are reported on a gross basis in the Consolidated Balance Sheets. The company anticipates
performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks
associated with these instruments are regularly reported to management.
The notional amounts of the company's derivative instruments were as follows:
December 31,
Derivatives designated as hedging instruments:
Interest rate swaps
Foreign currency contracts
Commodity contracts
Derivatives not designated as hedging instruments:
Foreign currency contracts
Commodity contracts
2013
2012
$
1,000 $
1,107
606
9,553
281
1,000
1,083
753
6,733
242
Foreign Currency Risk
The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility
associated with foreign currency rate changes. Accordingly, the company enters into various contracts that change in value as
foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments
and cash flows.
The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign currency-
denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain
an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes,
net of related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the
company's exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes
in the USD value of the related foreign currency-denominated revenues. The objective of the hedge program is to reduce earnings
and cash flow volatility related to changes in foreign currency exchange rates.
F-43
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Interest Rate Risk
The company uses interest rate swaps to manage the interest rate mix of the total debt portfolio and related overall cost of borrowing.
Interest rate swaps involve the exchange of fixed for floating rate interest payments to effectively convert fixed rate debt into
floating rate debt based on USD LIBOR. Interest rate swaps allow the company to achieve a target range of floating rate debt.
Commodity Price Risk
Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as
copper, corn, soybeans and soybean meal. The company enters into over-the-counter and exchange-traded derivative commodity
instruments to hedge the commodity price risk associated with energy feedstock and agricultural commodity exposures.
Fair Value Hedges
Interest Rate Swaps
At December 31, 2013, the company maintained a number of interest rate swaps, which were implemented at the time debt
instruments were issued. All interest rate swaps qualify for the shortcut method of hedge accounting, thus there is no ineffectiveness
related to these hedges.
Cash Flow Hedges
Foreign Currency Contracts
The company uses foreign currency exchange instruments such as forwards and options to offset a portion of the company's
exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes in the USD
value of the related foreign currency-denominated revenues.
Commodity Contracts
The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, futures and
swaps, to hedge the commodity price risk associated with energy feedstock and agriculture commodity exposures.
While each risk management program has a different time maturity period, most programs currently do not extend beyond the
next two-year period. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure
impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction will not materialize. The following
table summarizes the after-tax effect of cash flow hedges on accumulated other comprehensive income (loss) for the years ended
December 31, 2013 and 2012:
December 31,
Beginning balance
Additions and revaluations of derivatives designated as cash flow hedges
Clearance of hedge results to earnings
Ending balance
2013
2012
3 $
(36)
(15)
(48) $
41
(1)
(37)
3
$
$
During the next 12 months, the after-tax amount expected to be reclassified from accumulated other comprehensive income (loss)
into earnings is $(36).
F-44
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The company routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-
denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes
are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the
forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal
earnings impact, after taxes. Additionally, the company utilized cross-currency swaps to hedge foreign currency fluctuations on
long-term intercompany loans. These swaps matured during 2013.
In 2012, the company initiated a program to utilize forward exchange contracts to reduce the net exposure related to foreign
currency-denominated monetary assets and liabilities of its discontinued operations.
Commodity Contracts
The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity
price fluctuations on purchases of inventory such as corn, soybeans and soybean meal.
Fair Values of Derivative Instruments
The table below presents the fair values of the company's derivative assets and liabilities within the fair value hierarchy, as described
in Note 1, as of December 31, 2013 and 2012.
Balance Sheet Location
2013
2012
Fair Value at December 31
Using Level 2 Inputs
Asset derivatives:
Derivatives designated as hedging instruments:
Interest rate swaps1
Foreign currency contracts
Other assets
Accounts and notes receivable, net
Derivatives not designated as hedging instruments:
Foreign currency contracts2
Accounts and notes receivable, net
Total asset derivatives3
Cash collateral1,2
Other accrued liabilities
Liability derivatives:
Derivatives designated as hedging instruments:
Foreign currency contracts
Other accrued liabilities
Derivatives not designated as hedging instruments:
Foreign currency contracts
Commodity contracts
Total liability derivatives3
Other accrued liabilities
Other accrued liabilities
$
$
$
$
$
29 $
6
35
86
121 $
30 $
4 $
70
1
71
75 $
55
7
62
88
150
44
10
76
1
77
87
1.
2
3
Cash collateral held as of December 31, 2013 and 2012 represents $17 and $13, respectively, related to interest rate swap derivatives designated as hedging
instruments.
Cash collateral held as of December 31, 2013 and 2012 represents $13 and $31, respectively, related to foreign currency derivatives not designated as hedging
instruments.
The company's derivative assets and liabilities subject to enforceable master netting arrangements totaled $54 at December 31, 2013 and $40 at December 31,
2012.
F-45
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Effect of Derivative Instruments
Derivatives designated as hedging instruments:
Fair value hedges:
Interest rate swaps
Cash flow hedges:
Foreign currency contracts
Commodity contracts
Derivatives not designated as hedging instruments:
Foreign currency contracts
Commodity contracts
Interest rate swaps
Total derivatives
Amount of Gain (Loss)
Recognized in OCI1
(Effective Portion)
Amount of Gain (Loss)
Recognized in Income2
2013
2012
2011
2013
2012
2011
Income Statement Classification
$ — $ — $ — $ (26) $ (11) $ 26 Interest expense3
9
(67)
(58)
(2)
7
5
(6)
23
17
1
24
(1)
21
44
54
(15) Net sales
(81) Cost of goods sold
(70)
— — —
35
— — — (10)
—
— — —
(133) Other income, net4
3 Cost of goods sold
(1) Interest expense
(157)
(22)
—
(179)
— — —
$ (58) $
5 $ 17 $
(131)
25
24 $ (125) $ (201)
1.
2.
3.
4.
OCI is defined as other comprehensive income (loss).
For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from accumulated OCI into income during the period. For the years
ended December 31, 2013, 2012 and 2011, there was no material ineffectiveness with regard to the company's cash flow hedges.
Gain (loss) recognized in income of derivative is offset to $0 by gain (loss) recognized in income of the hedged item.
Gain (loss) recognized in other income, net, was partially offset by the related gain (loss) on the foreign currency-denominated monetary assets and liabilities
of the company's operations, which were $(163), $(58) and $(13) for 2013, 2012 and 2011, respectively.
F-46
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
21. GEOGRAPHIC INFORMATION
United States
Canada
EMEA3
Belgium
Denmark
Finland
France
Germany
Italy
Luxembourg
Russia
Spain
Switzerland
The Netherlands
United Kingdom
Other
Total EMEA
Asia Pacific
Australia
China/Hong Kong
India
Japan
Korea
Malaysia
Singapore
Taiwan
Thailand
Other
Total Asia Pacific
Latin America
Argentina
Brazil
Mexico
Other
Total Latin America
Total
$
$
$
$
$
$
$
$
$
Net Sales1
Net Property2
2013
2012
2011
2013
2012
2011
13,763 $
1,025 $
13,284 $
921 $
12,234 $
880 $
257 $
88
72
749
1,502
728
86
365
369
105
278
506
3,274
8,379 $
251 $
2,987
740
1,292
623
143
184
579
299
677
7,775 $
257 $
83
69
765
1,557
764
75
355
331
111
290
516
2,867
8,040 $
269 $
2,944
745
1,577
662
108
154
594
324
650
8,027 $
304 $
83
65
774
1,736
824
74
357
390
116
277
493
2,624
8,117 $
247 $
2,996
815
1,749
694
99
186
654
309
599
8,348 $
8,598 $
142 $
136 $
280
166
269
152
38
250
7
270
129
308
87
290
2,382 $
16 $
356
131
85
49
52
74
135
30
66
994 $
8,512 $
149 $
133 $
320
170
243
161
33
252
7
269
79
289
96
251
2,303 $
20 $
423
111
101
61
53
55
135
26
62
1,047 $
8,668
173
190
323
176
252
337
35
250
8
266
69
237
110
349
2,602
19
628
97
106
64
52
42
133
24
63
1,228
435 $
2,565
1,070
722
4,792 $
35,734 $
406 $
2,363
1,044
727
4,540 $
34,812 $
403 $
2,072
972
655
4,102 $
33,681 $
45 $
394
421
17
877 $
12,993 $
43 $
348
307
32
730 $
12,741 $
40
394
276
31
741
13,412
1.
2.
3.
Net sales are attributed to countries based on the location of the customer.
Includes property, plant and equipment less accumulated depreciation.
Europe, Middle East, and Africa (EMEA).
F-47
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
22. SEGMENT INFORMATION
The company consists of 13 businesses which are aggregated into eight reportable segments based on similar economic
characteristics, the nature of the products and production processes, end-use markets, channels of distribution and regulatory
environment. The company's reportable segments are Agriculture, Electronics & Communications, Industrial Biosciences,
Nutrition & Health, Performance Chemicals, Performance Materials, Safety & Protection and Pharmaceuticals. The company
includes certain embryonic businesses not included in the reportable segments, such as pre-commercial programs, and nonaligned
businesses in Other.
Major products by segment include: Agriculture (corn hybrids and soybean varieties, herbicides, fungicides and insecticides);
Electronics & Communications (photopolymers and electronic materials); Industrial Biosciences (enzymes and bio-based
materials); Nutrition & Health (cultures, emulsifiers, texturants, natural sweeteners and soy-based food ingredients); Performance
Chemicals (fluorochemicals, fluoropolymers, specialty and industrial chemicals, and white pigments); Performance Materials
(engineering polymers, packaging and industrial polymers, films and elastomers); Safety & Protection (nonwovens, aramids and
solid surfaces); and Pharmaceuticals (representing the company's interest in the collaboration relating to Cozaar®/Hyzaar®
antihypertensive drugs, which is reported as other income). The company operates globally in substantially all of its product lines.
In general, the accounting policies of the segments are the same as those described in Note 1. Exceptions are noted as follows and
are shown in the reconciliations below. Segment sales include transfers to another business segment. Products are transferred
between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. Segment net assets
includes net working capital, net property, plant and equipment, and other noncurrent operating assets and liabilities of the segment.
Affiliate net assets (pro rata share) excludes borrowing and other long-term liabilities. Depreciation and amortization includes
depreciation on research and development facilities and amortization of other intangible assets, excluding write-down of assets.
Prior years' data have been reclassified to reflect the current organizational structure.
Effective January 1, 2013, to better indicate operating performance, the company eliminated the allocation of non-operating pension
and other postretirement employee benefit costs from segment pre-tax operating income (loss) (PTOI). Segment PTOI is defined
as income (loss) from continuing operations before income taxes excluding non-operating pension and other postretirement
employee benefit costs, exchange gains (losses), corporate expenses and interest. Certain reclassifications of prior year data have
been made to conform to current year classifications.
F-48
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
2013
Segment sales
Less: Transfers
Net sales
PTOI
Depreciation and
amortization
Equity in earnings of
affiliates
Segment net assets
Affiliate net assets
Purchases of property,
plant and equipment
2012
Segment sales
Less: Transfers
Net sales
PTOI
Depreciation and
amortization
Equity in earnings of
affiliates
Segment net assets
Affiliate net assets
Purchases of property,
plant and equipment
2011
Segment sales
Less: Transfers
Net sales
PTOI
Depreciation and
amortization
Equity in earnings of
affiliates
Segment net assets
Affiliate net assets
Purchases of property,
plant and equipment
Agriculture
Electronics &
Communications
Industrial
Biosciences
Nutrition &
Health
Performance
Chemicals
Performance
Materials
Safety &
Protection
Pharma-
ceuticals
Other
Total
$
11,739 $
2,549 $
1,224 $
3,473 $
6,703 $
6,468
$
3,884 $
— $
6 $
36,046
11
11,728
2,132
358
36
5,883
281
485
15
2,534
203
105
22
13
1,211
170
81
2
—
3,473
305
271
—
196
6,507
924
242
19
1,435
2,640
6,455
3,933
145
73
48
77
7
138
169
424
73
6,395
1,281
4
3,880
694
173
198
(16)
3,724 1
492
184
23
3,138
106
109
—
—
32
—
—
(3)
—
—
—
6
(372)
312
35,734
5,369
1
1,429
(49)
156
21
112
37
27,361
1,269
1,602
$
10,426 $
2,701 $
1,180 $
3,422 $
7,188 $
6,447
$
3,825 $
— $
5 $
35,194
5
10,421
1,669
337
30
4,756
389
432
17
2,684
222
113
19
11
1,169
159
79
1
—
3,422
270
288
—
247
6,941
1,778
245
28
91
6,356
1,121
182
42
1,622
2,602
6,641
3,910
3,770
151
71
53
80
8
148
180
389
567
186
11
3,814
562
197
32
3,153
106
118
—
—
62
—
—
(18)
—
—
—
5
(474)
382
34,812
5,369
1
1,442
(53)
99
77
14
7
26,513
1,468
1,431
$
9,166 $
3,173 $
705 $
2,460 $
7,794 $
6,815
$
3,934 $
— $
40 $
34,087
1
9,165
1,566
295
58
4,975
330
420
19
3,154
438
99
19
7
698
2
—
2,460
76
47
207
(3)
—
257
7,537
2,114
252
43
109
6,706
1,079
199
74
1,954
2,542
6,279
3,812
3,757
197
198
52
61
1
115
201
326
445
197
13
3,921
661
172
47
3,239
111
208
—
—
289
—
—
35
—
—
—
40
(344)
406
33,681
5,881
2
1,273
(47)
191
75
34
5
26,668
1,371
1,530
1.
Includes assets held for sale related to GLS/Vinyls of $228 as of December 31, 2013. See Note 2 for additional information.
F-49
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Reconciliation to Consolidated Financial Statements
PTOI to income from continuing operations before income taxes
2013
2012
2011
Total segment PTOI
Non-operating pension and other postretirement employee benefit costs
Net exchange losses, including affiliates
Corporate expenses
Interest expense
Income from continuing operations before income taxes
$
$
5,369 $
(539)
(128)
(765)
(448)
3,489 $
5,369 $
(654)
(215)
(948)
(464)
3,088 $
5,881
(540)
(146)
(869)
(447)
3,879
Segment net assets to total assets at December 31,
Total segment net assets
Corporate assets1
Liabilities included in segment net assets
Assets related to discontinued operations2
Total assets
2013
2012
2011
$
$
27,361 $
26,513 $
13,498
10,640
—
10,261
10,009
3,076
51,499 $
49,859 $
26,668
9,637
9,250
3,088
48,643
1.
2.
Pension assets are included in corporate assets.
See Note 1 for additional information on the presentation of the Performance Coatings which met the criteria for discontinued operations during 2012.
Other items1
2013
Depreciation and amortization
Equity in earnings of affiliates
Affiliate net assets
Purchases of property, plant and equipment
2012
Depreciation and amortization
Equity in earnings of affiliates
Affiliate net assets
Purchases of property, plant and equipment
2011
Depreciation and amortization
Equity in earnings of affiliates
Affiliate net assets
Purchases of property, plant and equipment
Segment
Totals
Adjustments
Consolidated
Totals
$
$
$
1,429 $
174 $
37
1,269
1,602
4
(258)
280
1,442 $
271 $
99
1,468
1,431
3
(305)
362
1,273 $
287 $
191
1,371
1,530
1
(254)
313
1,603
41
1,011
1,882
1,713
102
1,163
1,793
1,560
192
1,117
1,843
1.
See Note 1 for additional information on the presentation of the Performance Coatings business which met the criteria for discontinued operations during
2012.
F-50
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
Additional Segment Details
2013 included the following pre-tax benefits (charges):
Agriculture1,3
Electronics & Communications3,4
Industrial Biosciences3
Nutrition & Health3
Performance Chemicals2,3
Performance Materials3
Safety & Protection3
Other3
$
$
(351)
(131)
1
6
(74)
(16)
4
5
(556)
1.
2.
3.
4.
Included charges of $(425), offset by $73 of insurance recoveries, recorded in Other operating charges associated with the company's process to fairly resolve
claims related to the use of Imprelis®. See Note 16 for additional information.
Included a $(72) charge recorded in Other operating charges related to the titanium dioxide antitrust litigation. See Note 16 for additional information.
Included a net $(3) restructuring adjustment consisting of a $16 benefit associated with prior year restructuring programs and a $(19) charge associated with
restructuring actions related to a joint venture. The majority of the $16 net reduction recorded in Employee separation/asset related charges, net was due to
the achievement of work force reductions through non-severance programs associated with the 2012 restructuring program. The charge of $(19) included
$(9) recorded in Employee separation/asset related charges, net and $(10) recorded in Other income, net and was the result of restructuring actions related
to a joint venture within the Performance Materials segment. Pre-tax amounts by segment were: Agriculture - $1, Electronics & Communications - $(2),
Industrial Biosciences - $1, Nutrition & Health - $6, Performance Chemicals - $(2), Performance Materials - $(16), Safety & Protection - $4; and Other -
$5. See Note 3 for additional information.
Included a $(129) impairment charge recorded in Employee separation/asset related charges, net related to an asset grouping within the Electronics &
Communications segment. See Note 3 for additional information.
2012 included the following pre-tax benefits (charges):
Agriculture1,2,3
Electronics & Communications3,4,5
Industrial Biosciences3
Nutrition & Health3
Performance Chemicals3,5
Performance Materials3,5
Safety & Protection3
Other3,6
$
$
(469)
(37)
(3)
(49)
(36)
(104)
(58)
(126)
(882)
1.
2.
3.
4.
5.
6.
Included a $(575) charge recorded in Other operating charges associated with the company's process to fairly resolve claims related to the use of Imprelis®.
See Note 16 for additional information.
Included a $117 gain recorded in Other income, net associated with the sale of a business.
Included a $(134) restructuring charge recorded in Employee separation/asset related charges, net primarily as a result of the company's plan to eliminate
corporate costs previously allocated to Performance Coatings and cost-cutting actions to improve competitiveness, partially offset by a reversal of prior year
restructuring accruals. Charges by segment were: Agriculture - $(11); Electronics & Communications - $(9); Industrial Biosciences - $(3); Nutrition & Health
- $(49); Performance Chemicals - $(3); Performance Materials - $(12); Safety & Protection - $(58); and Other - $11. See Note 3 for additional information.
Included a $122 gain recorded in Other income, net associated with the sale of an equity method investment.
Included a $(275) impairment charge recorded in Employee separation/asset related charges, net related to asset groupings, which impacted the segments
as follows: Electronics & Communications - $(150); Performance Chemicals - $(33); and Performance Materials - $(92). See Note 3 for additional
information.
Included a $(137) charge in Other operating charges primarily related to the company's settlement of litigation with INVISTA.
F-51
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
2011 included the following pre-tax benefits (charges):
Agriculture1,2
Industrial Biosciences3,4
Nutrition & Health3,4
Performance Materials4,5
Other4
$
$
(225)
(79)
(126)
47
(28)
(411)
1.
2.
3.
4.
5.
Included a $(50) charge recorded in Research and development expense in connection with a milestone payment associated with a Pioneer licensing agreement.
Since this milestone was reached before regulatory approval was secured by Pioneer, it was charged to Research and development expense.
Included a $(175) charge recorded in Other operating charges associated with the company's process to fairly resolve claims associated with the use of
Imprelis®. See Note 16 for additional information.
Included a $(182) charge for transaction related costs and the fair value step-up of inventories that were acquired as part of the Danisco transaction, which
impacted the segments as follows: Industrial Biosciences - $(70) and Nutrition & Health - $(112).
Included a $(53) restructuring charge primarily related to severance and related benefit costs associated with the Danisco acquisition impacting the segments
as follows: Industrial Biosciences - $(9); Nutrition & Health - $(14); Performance Materials - $(2); and Other - $(28).
Included a $49 benefit recorded in Other income, net associated with the sale of a business.
F-52
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
23. QUARTERLY FINANCIAL DATA
Unaudited
2013
Net sales
Cost of goods sold
Income from continuing operations before
income taxes
Net income
Basic earnings per share of common stock from
continuing operations1
Diluted earnings per share of common stock from
continuing operations1
2012
Net sales
Cost of goods sold
Income (loss) from continuing operations before
income taxes
Net income
For the quarter ended
March 31,
June 30,
September 30,
December 31,
$ 10,408
6,193
$ 9,844
6,057
1,774 3
3,355 2
1,365 3,4
1,034 5
1.48
1.47
1.11
1.10
$ 10,180
5,935
$ 9,917
5,844
1,801 9
1,504
1,496 9,10,11
1,175
$
7,735
$
5,165
228 3,6
288
0.28
0.28
$
7,390
$
4,779
(175) 9,12,13
8
(0.05)
(0.05)
7,747
5,133
122 3,7,8
185
0.19
0.19
7,325
4,980
(34) 9, 12, 13,14
93
—
—
Basic earnings (loss) per share of common stock from
continuing operations1
Diluted earnings (loss) per share of common stock
from continuing operations1
1.49
1.48
1.16
1.15
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Earnings per share for the year may not equal the sum of quarterly earnings per share due to changes in average share calculations.
First quarter 2013 included a net tax benefit of $42 consisting of a $68 benefit for the 2013 extension of certain U.S business tax provisions offset by a $(26)
charge related to the global distribution of Performance Coatings cash proceeds.
First and second quarter 2013 included charges of $(35) and $(80), respectively, recorded in Other operating charges associated with the company's process
to fairly resolve claims related to the use of Imprelis®. Third and fourth quarter 2013 included charges of $(65) and $(245), respectively, offset by $25 and
$48 of insurance recoveries, respectively. See description in Note 16 for further details.
Second quarter 2013 included a charge of $(11) in Other income, net related to interest on a prior year tax position.
Second quarter 2013 included a charge of $(49) associated with a change in accrual for a prior year tax position (inclusive of a benefit associated with interest
on a prior year tax position) offset by a $33 benefit for an enacted tax law change.
Third quarter 2013 included a $(72) charge recorded in Other operating charges related to the titanium dioxide antitrust litigation. See description in Note 16
for further details.
Fourth quarter 2013 included a net $5 restructuring adjustment consisting of a $24 benefit associated with prior year restructuring programs and a $(19)
charge associated with restructuring actions related to a joint venture. The majority of the $24 net reduction recorded in Employee separation/asset related
charges, net was due to the achievement of work force reductions through non-severance programs associated with the 2012 restructuring program. The
charge of $(19) included $(9) recorded in Employee separation/asset related charges, net and $(10) recorded in Other income, net and was the result of
restructuring actions related to a joint venture within the Performance Materials segment. See Note 3 for additional information.
Fourth quarter 2013 included a $(129) impairment charge recorded in Employee separation/asset related charges, net related to an asset grouping within the
Electronics & Communications segment. See Note 3 for additional information.
First quarter, second quarter, third quarter, and fourth quarter 2012 included charges of $(50), $(265), $(125), and $(135), respectively, recorded in Other
operating charges associated with the company's process to fairly resolve claims related to the use of Imprelis®. See description in Note 16 for further details.
Second quarter 2012 included a $(137) charge recorded in Other operating charges primarily related to the company's settlement of litigation with INVISTA.
Second quarter 2012 included a pre-tax gain of $122 recorded in Other income, net associated with the sale of an equity method investment in the Electronics
& Communications segment.
Third quarter 2012 included a $(152) restructuring charge recorded in Employee separation/asset related charges, net related to the 2012 restructuring program.
Fourth quarter 2012 included a net $(66) charge recorded in Employee separation/asset related charges, net related to costs associated with the 2012
restructuring program partially offset by a reversal of prior years restructuring accruals. See description in Note 3 for further details.
Third and fourth quarter 2012 included asset impairment charges of $(242) and $(33), respectively, recorded in Employee separation/asset related charges,
net related to certain asset groupings. See descriptions in Note 3 for further details.
Fourth quarter 2012 included a pre-tax gain of $117 recorded in Other income, net associated with the sale of a business within the Agriculture segment.
F-53
E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (continued)
(Dollars in millions, except per share)
24. SUBSEQUENT EVENTS
In January 2014, the company’s Board of Directors authorized a $5,000 share buyback plan. See Note 17 for additional details.
F-54
Information for Investors
Corporate Headquarters
Independent Registered Public Accounting Firm
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, DE 19898
Telephone: 302 774-1000
E-mail: http://www.dupont.com (click on Contact)
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103
2014 Annual Meeting
The annual meeting of the shareholders will be held at 10:30 a.m., on
Wednesday, April 23, in The DuPont Theatre in the DuPont Building,
1007 Market Street, Wilmington, Delaware.
Stock Exchange Listings
DuPont common stock (Symbol DD) is listed on the New York Stock
Exchange, Inc. (NYSE) and on certain foreign exchanges. Quarterly high
and low market prices are shown in Item 5 of the Form 10-K.
DuPont preferred stock is listed on the New York Stock Exchange, Inc.
(Symbol DDPrA for $3.50 series and Symbol DDPrB for $4.50 series).
Dividends
Holders of the company's common stock are entitled to receive dividends
when they are declared by the Board of Directors. While it is not a guarantee
of future conduct, the company has continuously paid a quarterly dividend
since the fourth quarter 1904. Dividends on common stock and preferred
stock are usually declared in January, April, July and October. When
dividends on common stock are declared, they are usually paid mid March,
June, September and December. Preferred dividends are paid on or about
the 25th of January, April, July and October.
Shareholder Services
Inquiries from shareholders about stock accounts, transfers, certificates,
dividends (including direct deposit and reinvestment), name or address
changes and electronic receipt of proxy materials may be directed to
DuPont's stock transfer agent:
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, TX, 77842-3170
or call: in the United States and Canada
888 983-8766 (toll-free)
other locations-781 575-2724
for the hearing impaired-
TDD: 800 952-9245 (toll-free)
or visit Computershare's home page at
http://www.computershare.com/investor
Investor Relations
Institutional investors and other representatives of financial institutions
should contact:
E. I. du Pont de Nemours and Company
DuPont Investor Relations
1007 Market Street-D-11020
Wilmington, DE 19898
or call 302 774-4994
Bondholder Relations
E. I. du Pont de Nemours and Company
DuPont Finance
1007 Market Street-D-8028
Wilmington, DE 19898
or call 302 774-0564
or 302 774-8802
DuPont on the Internet
Financial results, news and other information about DuPont can be accessed
from the company's website at http://www.dupont.com. This site includes
important information on products and services, financial reports, news
information and career opportunities. The
releases, environmental
company's periodic and current reports filed with the SEC are available on
its website, free of charge, as soon as reasonably practicable after being filed.
Product Information/Referral
From the United States and Canada:
800 441-7515 (toll-free)
From other locations: 302 774-1000
On the Internet: http://www.dupont.com (click on Contact)
Printed Reports Available to Shareholders
The following company reports may be obtained, without charge:
1. 2013 Annual Report to the Securities and Exchange Commission,
filed on Form 10-K;
2. Proxy Statement for 2014 Annual Meeting of Stockholders; and
3. Quarterly reports to the Securities and Exchange Commission,
filed on Form 10-Q
Requests should be addressed to:
DuPont Inquiry Management Center
CRP-735 (second floor)
974 Centre Road
Wilmington, DE 19805
or call 302 774-1000
E-mail: http://www.dupont.com (click on Contact)
Services for Shareholders
Online Account Access
Registered shareholders may access their accounts and obtain online answers
to stock transfer questions by signing up for Internet access by visiting http://
www.computershare.com/investor. Shareholders have the option to request
direct deposit of stock dividends, and electronic delivery of account
statements and 1099-DIV tax forms.
Dividend Reinvestment Plan
An automatic dividend reinvestment plan is available to all registered
shareholders. Common or preferred dividends can be automatically
reinvested in DuPont common stock. Participants also may add cash for the
purchase of additional shares. A detailed account statement is mailed after
each investment. Your account can also be viewed over the Internet if you
have Online Account Access (see above). To enroll in the plan, please contact
Computershare (listed above).
Online Delivery of Proxy Materials
Shareholders may request their proxy materials electronically in 2014 by
visiting http://enroll.icsdelivery.com/dd.
Direct Deposit of Dividends
Registered shareholders who would like their dividends directly deposited
in a U.S. bank account should contact Computershare (listed above).